Provisioning of the PioneerIP Platform. Subject to Customer’s and its Permitted Users’ compliance with the terms and conditions of this Agreement, PioneerIP will make the PioneerIP Platform available to Customer on the terms and conditions set out in this Agreement during the Term. Customer is responsible for identifying and authenticating all Permitted Users, for ensuring only Permitted Users access and use the PioneerIP Platform, and for Permitted Users’ compliance with this Agreement.
Restrictions on Use. Customer will not itself, and will not permit others to:
sub-license, sell, rent, lend, lease or distribute the PioneerIP Platform or any Intellectual Property Rights therein, or otherwise make the PioneerIP Platform available to any third parties other than Permitted Users;
use or access the PioneerIP Platform:
use or access the PioneerIP Platform to create, collect, transmit, store, use or process any Customer Data that:
copy or modify the PioneerIP Platform;
reverse engineer, de-compile or disassemble the PioneerIP Platform or any part of them;
access or use the PioneerIP Platform for purposes of benchmarking or competitive analysis of such PioneerIP Platform;
access or use the PioneerIP Platform for the purpose of building a similar or competitive product or service;
remove or obscure any proprietary notices or labels on the PioneerIP Platform, including brand, copyright, trademark and patent or patent pending notices; or
perform any vulnerability, penetration or similar testing of the PioneerIP Platform.
Suspension of Access; Scheduled Downtime; Modifications. PioneerIP may from time to time and in its discretion, without limiting any of its other rights or remedies at law or in equity, under this Agreement:
suspend Customer’s access to or use of the PioneerIP Platform or any component of them:
make any Modifications to the PioneerIP Platform.
Customer is required to accept all patches, bug fixes and updates made by or on behalf of PioneerIP to the PioneerIP Platform.
Subject to the rights granted in this Section 3, Customer retains all right, title and interest in and to Customer Data, including any Intellectual Property Rights in Customer Data. Customer grants to PioneerIP, and its subcontractors a nonexclusive, worldwide, perpetual, royalty-free, irrevocable, sublicensable and fully paid-up right to access, collect, use, process, store, transfer, transmit, copy, modify, adapt, and display Customer Data to:
provide the PioneerIP Platform; and
produce or generate data, information or other materials that are not identified as relating to a particular individual or company (such data, information and materials, the “Aggregated Data”).
PioneerIP may use, process, store, disclose, transfer, transmit, copy, modify and display the Aggregated Data for any purpose and without restriction or obligation to Customer of any kind. Aggregated Data is not Customer Data and is not Customer’s Confidential Information.
PioneerIP or its licensors retain all right, title and interest, including any Intellectual Property Rights in and to:
the PioneerIP Platform;
anything used, developed or delivered by or on behalf of PioneerIP under this Agreement;
all other PioneerIP'S Confidential Information, including any Aggregated Data;
PioneerIP Software; and
any Modifications to the foregoing (i) to (iv),
(collectively “PioneerIP Property”).
To the extent that Customer or any Permitted User submits ideas, suggestions, documents, or proposals regarding the PioneerIP Platform to PioneerIP (“Feedback”), Customer acknowledges and agrees that:
the Feedback does not contain confidential or proprietary information and PioneerIP is not under any obligation of confidentiality with respect to the Feedback; and
make any Modifications to the PioneerIP Platform.
Customer is required to accept all patches, bug fixes and updates made by or on behalf of PioneerIP to the PioneerIP Platform.
To the extent Customer Data includes Personal Information, PioneerIP will:
only use Personal Information for the purposes of fulfilling PioneerIP'S obligations and exercising its rights in accordance with the Agreement and as otherwise instructed by Customer in writing from time to time;
where any disclosure or transfer of Personal Information is required by law, promptly notify Customer in writing before complying with any such requirement for disclosure (except where legally prohibited from doing so);
implement commercially reasonable physical, technical, administrative and other organizational measures designed to safeguard the Personal Information against loss, theft, damage, or unauthorized or unlawful access or processing;
limit access to Personal Information only to those employees and subcontractors who need to have access to the Personal Information for the purposes of PioneerIP fulfilling its obligations hereunder;
enter into a written agreement with each subcontractor or third party that has access to Personal Information that imposes obligations on the subcontractor or third party that are substantially similar to those imposed on PioneerIP in this Section 4; and
upon the termination of this Agreement, PioneerIP shall comply with the retention and destruction requirements set out in Section 8(e) of this Agreement.
In order for Customer to access and use the PioneerIP Platform, PioneerIP will issue one or more Employee User Accounts for Customer’s Employee Users to access and use the PioneerIP Platform. The number of Employee User Accounts that PioneerIP will issue will depend on the specific subscription type and number of Employee Users that Customer has agreed to with PioneerIP.
Customer will ensure that a Permitted User only uses the PioneerIP Platform through the Permitted User’s assigned Customer User Account. Customer will not allow any Permitted User to share a Customer User Account with any other person. Customer will promptly notify PioneerIP of any actual or suspected unauthorized use of the PioneerIP Platform. PioneerIP reserves the right to suspend, deactivate, or replace a Customer User Account if it determines that a Customer User Account may have been used for an unauthorized purpose.
Customer will generally have access to PioneerIP'S technical support via email at [Insert Support Email] (“Support Services”). PioneerIP may amend the Support Services from time to time in its sole discretion.
Fees. Customer will pay to PioneerIP the applicable fees that Customer has agreed to with PioneerIP when purchasing Customer’s subscription to the PioneerIP Platform (the “Fees”). Unless otherwise stated by PioneerIP: (i) all Fees identified are in Canadian dollars; (ii) Fees are non-cancelable and non-refundable; and (iii) quantities purchased cannot be decreased during the relevant subscription term. If Customer has subscribed to the Multi-Search Model and Customer’s use of the PioneerIP Platform exceeds the service capacity that is included as part of the Multi-Search Model, then Customer will be billed for such usage and Customer will pay the additional fees in accordance with this Agreement.
Changes to the Fees. PioneerIP reserves the right to change the Fees and institute new charges on each anniversary of the Effective Date upon providing not less than 30 days prior notice to Customer.
Invoicing. For any Fees payable by Customer for Customer’s subscription to the Multi Search Model, PioneerIP will prepare and send to Customer, at the then-current contact information on file with PioneerIP, an invoice for any Fees that have become due and payable. Unless otherwise expressly stipulated in an invoice, Customer will pay all such invoiced amounts for Customer’s subscription to the Multi Search Model within 30 calendar days of the invoice date. For any subscription to the Single Search Model, Customer will be invoiced and will pay all applicable Fees at the time that Customer signs up to such subscription with PioneerIP.
Disputed Invoices or Charges. If Customer believes PioneerIP has charged or invoiced Customer incorrectly, Customer must contact PioneerIP no later than 30 days after having been charged by PioneerIP or receiving such invoice in which the error or problem appeared in order to request an adjustment or credit. In the event of a dispute, Customer will pay any undisputed amounts in accordance with the payment terms herein, and the Parties will discuss the disputed amounts in good faith in order to resolve the dispute.
Late Payment. Customer may not withhold or setoff any amounts due under this Agreement. Any late payment will be increased by the costs of collection (if any) and will incur interest at the rate of one and a half percent (1.5%) compounded monthly (19.56% annually), or the maximum legal rate (if less), plus all expenses of collection, until fully paid. If Customer has not paid all due and undisputed Fees within 10 days of the date that such Fees become due, PioneerIP reserves the right to suspend Customer’s access to the PioneerIP Platform and any delivery of Professional Services until all due and undisputed amounts are paid in full.
Payment Processor. If PioneerIP uses a third-party payment process to process the payment of any Fees by Customer (“Payment Processor”), then Customer will provide such Payment Processor with the information necessary to process payments, including the billing information requested by such Payment Processor. The processing of payments by a Payment Processor will be subject to the terms, conditions, and privacy policies of the Payment Processor, if any, in addition to the terms of this Agreement. PioneerIP is not responsible for any errors by, or other acts or omissions of, any Payment Processor. By submitting Customer’s payment information to the Payment Processor, Customer authorizes the Payment Processor to charge the applicable payment method at PioneerIP’s discretion for any amounts owed to PioneerIP. Customer represents and warrants to and covenants with PioneerIP that it will not use any credit card or other form of payment unless it has all necessary authorization to do so. PioneerIP reserves the right to correct any errors or mistakes that any Payment Processor makes even if it has already requested or received payment.
Taxes. The Fees do not include applicable sales, use, gross receipts, value-added, GST or HST, personal property or other taxes. Customer will be responsible for and pay all applicable taxes, duties, tariffs, assessments, export and import fees or similar charges (including any applicable interest and penalties) payable in connection with the transactions contemplated by this Agreement, other than taxes based on the net income or profits of PioneerIP.
Suspension. Any suspension of the PioneerIP Platform by PioneerIP pursuant to this Agreement will not excuse Customer from its obligation to make payments under this Agreement. of this Agreement, PioneerIP shall comply with the retention and destruction requirements set out in Section 8(e) of this Agreement.
Definitions. For the purposes of this Agreement, a Party or any of its Affiliates, customers, employees, licensors or suppliers receiving Confidential Information will be “Recipient”, the Party disclosing such information will be “Discloser” and “Confidential Information” of Discloser means any and all information of Discloser or any of its Affiliates, and in the case of PioneerIP, any of its service providers, licensors or customers that has or will come into the possession or knowledge of Recipient in connection with or as a result of entering into this Agreement, including information concerning Discloser’s past, present or future customers, suppliers, technology or business, PioneerIP Property, this Agreement and where Discloser is Customer, Customer’s Confidential Information includes Customer Data. Notwithstanding the foregoing, except with respect to Personal Information, Confidential Information does not include any information that: (a) is publicly available prior to it being obtained by or becoming known to Recipient, or that subsequently becomes publicly available through no breach of this Agreement by Recipient; (b) Recipient can demonstrate (through written records) was known to it prior to it being obtained by or becoming known to Recipient in connection with or as a result of entering into this Agreement; (c) becomes known to Recipient from a third party, where Recipient had no reason to believe that such third party had any obligation of confidence with respect to such information, but only until Recipient subsequently comes to have reason to believe that such information was subject to an obligation of confidence; or (d) Recipient can demonstrate (through written records) was developed independently by it or by individuals employed or engaged by Recipient who did not have any access to, or the benefit of, the Confidential Information of Discloser.
Confidentiality Covenants. Recipient hereby agrees that during the Term and at all times following the Term it will:
not disclose Confidential Information of Discloser to any person without the express written consent of Discloser, except to its own personnel and Permitted Users (if Recipient is Customer), or its and its Affiliate’s employees, contractors, subcontractors, advisors, consultants, officers, directors, partners, shareholders, agents and their respective successors or permitted assigns (if Recipient is PioneerIP), or such other recipients as Discloser may approve in writing, that have a “need to know” for the purposes of receiving or providing the PioneerIP Platform, who are informed of the confidential nature of the Confidential Information, who are directed to hold the Confidential Information in confidence and who agree in writing, or are otherwise legally bound, to comply with confidentiality obligations in respect of such Confidential Information that are no less stringent than the provisions of this Agreement;neerIP Platform;
not use Confidential Information of Discloser or permit it to be accessed or used for any purpose except to exercise its rights or perform its obligations under this Agreement;
not alter or remove from any Confidential Information of Discloser any proprietary legend; and
maintain the Confidential Information of Discloser in strict confidence, which will include taking measures to protect the confidentiality and security of such Confidential Information using a reasonable standard of care, and no less than the standard of care taken to protect its own Confidential Information of similar sensitivity.
Exceptions to Confidentiality. Notwithstanding Section 8(b), Recipient may disclose Discloser’s Confidential Information:
only if and to the extent legally compelled or required by a Governmental or Regulatory Authority, provided that Recipient must first: (A) provide Discloser with prompt prior written notice of such compelled disclosure (except where prohibited by Applicable Laws from doing so) to give Discloser the opportunity to oppose such disclosure; and (B) cooperate fully with Discloser in protecting against or limiting any such disclosure, including obtaining a protective order narrowing the scope of such disclosure and use of the Confidential Information. Thereafter, Recipient may disclose the Confidential Information of Discloser, but only to the extent required and subject to any protective order that applies to such disclosure;ck does not contain confidential or proprietary information and PioneerIP is not under any obligation of confidentiality with respect to the Feedback; and
to its legal counsel and other professional advisors if and to the extent such persons need to know such Confidential Information in order to provide applicable professional advisory services in connection with the Party’s business; or
in the case of PioneerIP, to potential assignees, acquirers or successors of PioneerIP if and to the extent such persons need to know such Confidential Information in connection with a potential sale, merger, amalgamation or other corporate transaction involving the business or assets of PioneerIP.
Injunction and other equitable relief. Each of the Parties acknowledge that disclosure of Discloser’s Confidential Information or any other breach of this Section 8 may cause serious and irreparable damage and harm to Discloser and that remedies at law may be inadequate to protect against breach of this Agreement, and each Party agrees that Discloser may seek injunctive relief for any breach of the provisions of this Section 8 and to the specific enforcement of the terms of this Section 8, in addition to any other remedy to which Discloser would be entitled.
Return of Confidential Information. Upon written request by a Discloser or upon the termination or expiration of this Agreement, each Party will promptly return to the other Party or destroy all Confidential Information (excluding any Customer Data which is addressed at Section 12(c)) of the other Party in its possession or control within a reasonable amount of time in accordance with Recipient’s data destruction practices. Notwithstanding the foregoing, PioneerIP may retain any electronically archived Customer’s Confidential Information, provided that such retained information remains subject to the confidentiality obligations in this Section 8. Upon written request of Discloser, Recipient will certify in writing that it has complied with this Section 8.
Customer Warranty. Customer represents, warrants, and covenants to PioneerIP that Customer has obtained and provided, and shall continue to obtain and provide, all necessary consents, rights and notices, and otherwise has and continues to have all necessary authority in and relating to the Customer Data (including Personal Information) for PioneerIP to perform its obligations and exercise its rights under this Agreement in compliance with Applicable Laws, including applicable privacy laws, and without infringing, misappropriating or otherwise violating any Intellectual Property Rights or other rights of any third party, and shall inform PioneerIP immediately if any such consents, rights or authority are withdrawn or can no longer be relied upon.
GENERAL DISCLAIMER. PIONEERIP DOES NOT WARRANT THAT THE PIONEERIP PLATFORM WILL BE UNINTERRUPTED OR ERROR FREE OR THAT ALL ERRORS CAN OR WILL BE CORRECTED; NOR DOES IT MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE PIONEERIP PLATFORM EXCEPT AS SPECIFICALLY PROVIDED IN THIS AGREEMENT. THE PIONEERIP PLATFORM (OR ANY PART OF THEM), AND ANY OTHER PRODUCTS AND SERVICES PROVIDED BY PIONEERIP TO CUSTOMER ARE PROVIDED “AS IS” AND “AS AVAILABLE”. ANY REPRESENTATION OR WARRANTY OF OR CONCERNING ANY THIRD PARTY LICENSED TECHNOLOGY IS STRICTLY BETWEEN CUSTOMER AND THE THIRD PARTY.
TO THE EXTENT PERMITTED BY APPLICABLE LAWS, PIONEERIP HEREBY DISCLAIMS ALL EXPRESS, IMPLIED, COLLATERAL OR STATUTORY WARRANTIES, REPRESENTATIONS AND CONDITIONS, WHETHER WRITTEN OR ORAL, INCLUDING ANY IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, MERCHANTABLE QUALITY, COMPATIBILITY, TITLE, NON-INFRINGEMENT, SECURITY, RELIABILITY, COMPLETENESS, QUIET ENJOYMENT, ACCURACY, QUALITY, INTEGRATION OR FITNESS FOR A PARTICULAR PURPOSE OR USE, OR ANY WARRANTIES OR CONDITIONS ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE. WITHOUT LIMITING THE GENERALITY OF ANY OF THE FOREGOING, PIONEERIP EXPRESSLY DISCLAIMS ANY REPRESENTATION, CONDITION OR WARRANTY THAT ANY DATA OR INFORMATION PROVIDED TO CUSTOMER IN CONNECTION WITH CUSTOMER’S USE OF THE PIONEERIP PLATFORM (OR ANY PART OF THEM), IS ACCURATE, OR CAN OR SHOULD BE RELIED UPON BY CUSTOMER FOR ANY PURPOSE WHATSOEVER. CUSTOMER’S RELIANCE ON ANY SEARCH RESULTS OBTAINED FROM THE PIONEERIP PLATFORM WILL BE AT CUSTOMER’S SOLE RISK. CUSTOMER ACKNOWLEDGES AND AGREES THAT THE SEARCH RESULTS OBTAINED FROM THE PIONEERIP PLATFORM MAY NOT BE EXHAUSTIVE AND NO INFORMATION OBTAINED FROM THE PIONEERIP PLATFORM OR OTHERWISE PROVIDED BY PIONEERIP, INCLUDING THE SEARCH RESULTS, CONSTITUTE A LEGAL OPINION OR LEGAL ADVICE.
PioneerIP Indemnity.
PioneerIP will indemnify, defend, and hold harmless Customer and its officers, directors, employees, and agents (each, a “Customer Indemnitee”) from and against any and all Losses incurred by a Customer Indemnitee arising out of or relating to any Claims by a third party (other than an Affiliate or a Customer Indemnitee) that arise from or relate to any allegation that the PioneerIP Platform infringe any third-party Intellectual Property Right. The foregoing obligation does not apply to any Claims or Losses arising out of or relating to any: (A) incorporation of any PioneerIP Platform into, or any combination, operation, or use of any PioneerIP Platform with, any products or services not provided or authorized by PioneerIP; (B) modification of any PioneerIP Platform other than by PioneerIP or with PioneerIP'S express written approval; (C) unauthorized use of the PioneerIP Platform; or (D) Losses covered by the Customer’s indemnity obligations in Section 10(b). SECTION 10(a) IS PIONEERIP'S SOLE AND EXCLUSIVE LIABILITY, AND CUSTOMER’S SOLE AND EXCLUSIVE REMEDY FOR ANY INFRINGEMENT OR MISAPPROPRIATION OF ANY THIRD PARTY INTELLECTUAL PROPERTY RIGHTS.
If the PioneerIP Platform are, or in PioneerIP'S opinion are likely to be, claimed to infringe, misappropriate, or otherwise violate any third party Intellectual Property Right, or if Customer’s use of any PioneerIP Platform is enjoined or threatened to be enjoined, PioneerIP may, at its option and sole cost and expense:
THE FOREGOING IS IN LIEU OF ANY REPRESENTATION, COVENANTS OR WARRANTIES OF NONINFRINGEMENT, WHICH ARE DISCLAIMED.
Customer Indemnity. Customer will defend, indemnify and hold harmless PioneerIP, its Affiliates, subsidiaries and each of their respective directors, officers, employees, subcontractors and other representatives (each, a “PioneerIP Indemnitee”) from and against any and all Losses incurred by a PioneerIP Indemnitee arising out of or relating to any Claim by a third party (other than an Affiliate of a PioneerIP Indemnitee) that arise from or relate to: (i) Customer Data; (ii) unauthorized use of the PioneerIP Platform by Customer or any Permitted User; or (iii) use of the PioneerIP Platform (or any part of them) by Customer or any Permitted User in combination with any third party software, application or service.
Indemnification Procedure. Each Party will promptly notify the other Party in writing of any Claim for which such Party believes it is entitled to be indemnified pursuant to this Section 10. The Party seeking indemnification (the “Indemnitee”) will cooperate with the other Party (the “Indemnitor”) at the Indemnitor’s sole cost and expense. The Indemnitor will promptly take control of the defense and investigation of such Claim (although the Indemnitor will not settle any Claim without the Indemnitee’s prior written consent) and will employ counsel of its choice to handle and defend the same, at the Indemnitor’s sole cost and expense. The Indemnitee’s failure to perform any obligations under this Section 10(c) will not relieve the Indemnitor of its indemnity obligations under this Section 10 except to the extent that the Indemnitor can demonstrate that it has been materially prejudiced as a result of such failure. The Indemnitee may participate in and observe the proceedings at its own cost and expense with counsel of its own choosing.
The Parties acknowledge that the following provisions have been negotiated by them and reflect a fair allocation of risk and form an essential basis of the bargain and will survive and continue in full force and effect despite any failure of consideration or of an exclusive remedy:
AMOUNT. IN NO EVENT WILL THE TOTAL AGGREGATE LIABILITY OF PIONEERIP IN CONNECTION WITH OR UNDER THIS AGREEMENT, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE OR GROSS NEGLIGENCE), OR OTHERWISE, EXCEED THE AMOUNT OF FEES PAID BY CUSTOMER FOR THE PIONEERIP PLATFORM IN THE 12 MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM. FOR GREATER CERTAINTY, THE EXISTENCE OF ONE OR MORE CLAIMS UNDER THIS AGREEMENT WILL NOT INCREASE THIS MAXIMUM LIABILITY AMOUNT. IN NO EVENT WILL PIONEERIP'S THIRD PARTY SUPPLIERS HAVE ANY LIABILITY ARISING OUT OF OR IN ANY WAY CONNECTED TO THIS AGREEMENT.
TYPE. TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAWS, IN NO EVENT WILL PIONEERIP BE LIABLE TO CUSTOMER OR ANY PERMITTED USER FOR ANY:
SPECIAL, EXEMPLARY, PUNITIVE, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES;
LOST OR LOSS OF
BUSINESS INTERRUPTION;
COSTS FOR THE PROCUREMENT OF SUBSTITUTE PRODUCTS OR SERVICES;
PERSONAL INJURY OR DEATH; OR
PERSONAL OR PROPERTY DAMAGE ARISING OUT OF OR IN ANY WAY CONNECTED TO THIS AGREEMENT, REGARDLESS OF CAUSE OF ACTION OR THE THEORY OF LIABILITY, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE OR GROSS NEGLIGENCE), OR OTHERWISE, EVEN IF NOTIFIED IN ADVANCE OF THE POSSIBILITIES OF SUCH DAMAGES.
Term. If Customer has subscribed to the Single Search Model, then this Agreement will commence on the Effective Date and continue to be in effect for one month. If Customer has subscribed to the Multi-Search Model, then this Agreement will commence on the Effective Date and continue to be in effect for the duration of the subscription term that Customer has agreed to with PioneerIP.
Termination for Cause. Either Party may terminate this Agreement, by giving to the other Party written notice of termination upon the occurrence of any of the following events:
the other Party breaches or defaults on any of the material terms or conditions of this Agreement (including Customer’s payment obligations under Section 7) and fails to cure such breach or default within 30 days of receipt of written notice thereof; except that, in the event of any breach that is incapable of being cured, such termination will be effective immediately;
the other Party makes any assignment for the benefit of creditors or is unable to pay its debts as they mature in the ordinary course of business; orR LOSS OF
any proceedings are instituted by or against the other Party under any insolvency laws or for reorganization, receivership or dissolution.
Effect of Termination. Upon the effective date of the expiration or termination of this Agreement (the “TerminationEffective Date”):
Customer will immediately cease (and ensure that all Permitted Users immediately cease) accessing or using PioneerIP Platform;
Customer will return any PioneerIP Property in its possession and certify in writing to PioneerIP that the PioneerIP Property has been returned;
all Fees due and payable and any amounts due to PioneerIP are immediately due and are to be immediately paid by Customer to PioneerIP. No expiration or termination will affect Customer’s obligation to pay all Fees that may have become due before such expiration or termination or entitle Customer to any refund; and
PioneerIP may delete all Customer Data or otherwise render inaccessible any Customer Data that remains in the hardware or systems used by PioneerIP.
Survival. The following Sections, together with any other provision of this Agreement which expressly or by its nature survives termination or expiration, or which contemplates performance or observance subsequent to termination or expiration of this Agreement, will survive expiration or termination of this Agreement for any reason: Section 3 (Ownership; Reservation of Rights; ), Section 7 (Fees and Payment), Section 8 (Confidential Information), Section 9 (Warranty; Disclaimer), Section 10 (Indemnities), Section 11 (Limitation of Liabilities), Section 13 (General Provisions), Section 12(c) (Effect of Termination) and this Section 12(d) (Survival).
Notices. Notices sent to either Party will be effective when delivered in writing and in person or by email, one day after being sent by overnight courier, or five days after being sent by first class mail postage prepaid to the official contact designated by the Party to whom a notice is being given. Notices must be sent:
(i) if to PioneerIP, to the following address:
Address: [X] 8888 Keele st, #6, Concord ON L4K 2N2
Attention: [X] Alex Plotkin, Co-CEO
Email: [X] alex.p@pioneerip.com
[Note to PioneerIP: Please insert your notice details.]
and
if to Customer, to the current postal or email address that PioneerIP has on file with respect to Customer. PioneerIP may change its contact information by posting the new contact information on the Website or by giving notice thereof to Customer. Customer is solely responsible for keeping its contact information on file with PioneerIP current at all times during the Term.
Assignment. Customer will not assign or transfer this Agreement, or transfer or subcontract any of its rights or delegate any of its obligations under this Agreement, in each case whether voluntarily, involuntarily, by operation of law or otherwise, without the prior written consent of PioneerIP. Any purported assignment or delegation by Customer to any third party in violation of this Section will be null and void. PioneerIP may assign any of its rights, or delegate any of its obligations, under this Agreement to any third party without the consent of Customer. This Agreement enures to the benefit of and is binding upon the Parties and their respective successors and permitted assigns.
Governing Law and Attornment. This Agreement and any Claim related thereto will be governed by and construed in accordance with the laws of the Province of Ontario and the applicable federal laws of Canada, without regard to conflicts of law principles. The Parties will initiate any lawsuits in connection with this Agreement in Toronto, Ontario Canada, and irrevocably attorn to the exclusive personal jurisdiction and venue of the courts sitting therein. Notwithstanding the foregoing, PioneerIP may:
seek remedies to collect unpaid Fees from Customer; and
seek remedies with respect to a violation of PioneerIP'S Intellectual Property Rights or Section 8 (Confidential Information), in any appropriate jurisdiction. The United Nations Convention on Contracts for the International Sale of Goods will not apply to this Agreement.
Export Restrictions. Customer will comply with all export laws and regulations under Applicable Laws that may apply to its access to or use of the PioneerIP Platform. PioneerIP makes no representation or warranty that the PioneerIP Platform may be exported without Customer first obtaining appropriate licenses or permits under Applicable Law, or that any such license or permit has been, will be, or can be obtained.
Construction. Except as otherwise provided in this Agreement, the Parties’ rights and remedies under this Agreement are cumulative and are in addition to, and not in substitution for, any other rights and remedies available at law or in equity or otherwise. The terms “include” and “including” mean, respectively, “include without limitation” and “including without limitation.” The headings of sections of this Agreement are for reference purposes only and have no substantive effect. The terms “consent” or “discretion”, when used in respect of a Party in this Agreement, mean the right of such Party to withhold such consent or exercise such discretion, as applicable, arbitrarily and without any implied obligation to act reasonably or explain its decision to the other Party. The language used in this Agreement is the language chosen by the Parties to express their mutual intent, and no rule of strict construction will be applied against any Party.
Force Majeure Event. Neither Party will be liable for delays caused by any event or circumstances beyond that Party’s reasonable control, including acts of God, acts of government, flood, fire, earthquakes, civil unrest, acts of terror, strikes, slowdowns, walkouts or other labour problems (other than those involving that Party’s employees), Internet service failures or delays, cyberattacks, or the unavailability or Modification by third parties of telecommunications or hosting infrastructure or third party software or websites or changes in law preventing or limiting the provision of the PioneerIP Platform (“Force Majeure Event”). This Section does not apply to any of Customer’s obligations under Sections 7, 8, or 10. In the event of any failure or delay caused by a Force Majeure Event, the affected Party will give prompt written notice to the other Party stating the period of time the occurrence is expected to continue and use commercially reasonable efforts to end the failure or delay and minimize the effects of such Force Majeure Event.
Severability. Any provision of this Agreement found by a tribunal or court of competent jurisdiction to be invalid, illegal or unenforceable will be severed from this Agreement and all other provisions of this Agreement will remain in full force and effect.
Waiver. A waiver of any provision of this Agreement must be in writing and a waiver in one instance will not preclude enforcement of such provision on other occasions.
Further Assurances. Each Party will, from time to time, execute and deliver all such further documents and instruments and do all acts and things as the other Party may reasonably require to effectively carry out or better evidence or perfect the full intent and meaning of this Agreement.
Entire Agreement. This Agreement constitutes the entire agreement between the Parties and set out all the covenants, promises, warranties, representations, conditions, and agreements between the Parties in connection with the subject matter of this Agreement and supersedes all prior or contemporaneous agreements, representations or other communications between the Parties, whether written or oral. For clarity, any terms and conditions appearing on a purchase order or similar document issued by Customer, or in Customer’s procurement, invoicing, or vendor onboarding portal:
do not apply to the PioneerIP Platform; and
do not override or form a part of this Agreement.
Amendments. No amendment, supplement, modification, waiver, or termination of this Agreement and, unless otherwise expressly specified in this Agreement, no consent or approval by any Party, will be binding unless executed in writing by the Party or Parties to be bound thereby. Notwithstanding the preceding sentence, PioneerIP may unilaterally amend this agreement, in whole or in part (each, an “Amendment”), by giving Customer 30 days prior notice of such Amendment or posting notice of such Amendment on the Website. Unless otherwise indicated by PioneerIP, any such Amendment will become effective 30 days after the date the notice of such Amendment is provided to Customer or is posted on the Website (whichever is the earlier).
Customer Lists. PioneerIP may identify Customer by name and logo as a PioneerIP customer on PioneerIP'S website and on other promotional materials. Any goodwill arising from the use of Customer’s name and logo will inure to the benefit of Customer.
English Language. The Parties confirm that the essential stipulations of this Agreement reflect the mutual agreement of the Parties further to negotiation, and were not imposed by either Party, even when drawn up by one of the Parties. The Parties further confirm that it is the express wish of all Parties that this Agreement, all documents related to this Agreement and all communications between the parties in the context of the performance of this Agreement be in English only. Les parties confirment que les stipulations essentielles de la présente entente reflètent le résultat de discussions libres de gré à gré et n’ont pas été imposées par l’une ou l’autre des parties, même lorsque rédigées par l’une des parties. Les parties confirment également que c’est la volonté expresse des parties que la présente entente, tout document s’y rattachant et toute communication entre les parties dans le cadre de l’exécution de cette entente soient uniquement en anglais.
