OPIsystems Inc. and Integris USA, LLC
TERMS AND CONDITIONS OF USE
Terms of Service (Hosted Services)
These terms of service apply to the provision of cloud computing and related services to which Customer has subscribed (“Services”) by OPIsystems Inc. and its subsidiaries and affiliates (collectively “OPI”) to Customer. The subscription terms setting out the Services and the applicable fees that Customer completes and accepts when subscribing to the Services (“Subscription Terms”) and these terms of service form the legal agreement (“Agreement”) between OPI and Customer regarding the Services. By completing the subscription process and clicking “I Agree”, or by using the Services, Customer accepts and agrees to the Agreement.
1. Services
Upon payment of the applicable fees and subject to the Agreement’s terms and conditions, OPI grants Customer a non-exclusive, non-transferable, non-sublicensable, limited right during the Term (as defined in section 22) to access and use the OPI Platform and Services over the internet through the online platform hosted by OPI (the “OPI Platform”) solely for Customer’s internal business operations, provided that Customer unconditionally agrees to access and use the OPI Platform and Services in accordance with this Agreement.
OPI may use service providers as it considers appropriate from time to time to carry out its obligations under this Agreement, and OPI will bear the cost of these service providers unless specifically agreed otherwise.
Customer may subscribe for additional Services at any time, and all such Services will be subject to this Agreement. Customer may cancel any Services by written notice delivered to OPI at least 15 days before the end of the current subscription month, and the cancellation will be effective as of the end of that subscription month.
2. Fees and Payment
2.3 Modification of Fees: OPISYSTEMS reserves the right to modify the dollar amount of its license fees and user pricing structure at any time. Modifications to license fees are applicable at the end of a User’s Term. OPISYSTEMS will notify the user of a price change. If the user has not cancelled the Services or turned off the auto-renew function within the specified time after receiving notice of a price change, the user’s license will auto-renew at the price indicated in the notice. OPI reserves the right to adjust its fees at any time, provided that OPI gives Customer written notice of any such change at least 15 days before the end of the current subscription term, in which case the change will be effective upon renewal and thereafter.
2.6 Taxes: Customer will pay all fees and all applicable taxes and other charges imposed by governmental authorities in respect of those fees. Unless otherwise specified in the Subscription Terms, Customer will pay all amounts under this Agreement in Canadian currency and within 14 days after delivery of OPI’s invoice.
2.7 Late Payment: Any late payments will be subject to interest at the rate of 2% per month or 24% per year from the date payment was due until the date the payment (including all accrued interest) is paid in full.
2.8 Non-Refundable: All fees are non-refundable except as expressly provided in this agreement.
3. Suspension and Acceleration
If any amount owing by Customer under this Agreement is overdue, or if Customer’s access to or use of the OPI Platform, Services or Customer Data breaches this Agreement or violates the rights of any third party or is considered unlawful (as determined by OPI in its sole discretion) then OPI may, without limiting its other rights and remedies:
(a) accelerate any unpaid fee obligations so that all such obligations become immediately due and payable; and
(b) suspend access to and use of the OPI Platform and Services.
OPI will attempt to notify Customer in advance of the suspension so that Customer can take corrective actions, but OPI reserves the right to act immediately if it reasonably believes it may be subjected to civil or criminal liability or regulatory action, or that its provision of the Services will be enjoined.
4. Errors and Modifications
OPI will take reasonable measures to correct errors in the OPI Platform or Services as soon as reasonably practicable, as determined by OPI taking into account the severity and effects of the error.
OPI may, from time to time in its sole discretion, create and upload patches, fixes, upgrades, enhancements, modifications or new versions to the OPI Platform and Services. These upgrade services are included in the regular fees. Any such patches, fixes, upgrades, enhancements, modifications or versions provided or made available to Customer will be considered part of the OPI Platform and Services subject to this agreement.
From time to time OPI may add new features to the OPI Platform or Services, suspend or discontinue existing features from the OPI Platform or Services, or otherwise modify the OPI Platform, Services and Content (including their functionality, visual design, “look-and-feel” and software components).
5. Availability
OPI will host the OPI Platform on production servers located in one or more physically secure commercial-grade data centres, connected to the internet through multiple connections. OPI will maintain the production server and will take commercially reasonable measures to keep the production server operational. OPI will provide Customer with access to the latest supported version of the OPI Platform and Services via the internet from OPI’s production server.
OPI will make commercially reasonable efforts to keep the OPI Platform and Services available continuously 24 hours a day and 7 days a week. However, Customer acknowledges and agrees that Customer’s access to and use of the OPI Platform and Services might be interrupted and will not be free of errors. The OPI Platform, Services or Customer Data (defined below) may be unavailable from time to time due to routine maintenance, upgrades, hardware or software malfunctions, repairs, power outages, hackers, denial of service attacks, unforeseeably large service demands, or other reasons beyond OPI’s control.
OPI will make commercially reasonable efforts to schedule any downtime for maintenance, upgrade and repair of the OPI Platform and Services at times that will minimize disruption in their operation. However, Customer acknowledges and agrees that there may be downtime during Customer’s business hours. OPI will make reasonable efforts to give Customer notice of downtime, but will have no liability regarding any unscheduled downtime or scheduled downtime of which Customer did not receive notice.
6. Customer’s Responsibilities
In addition to Customer’s other obligations under this Agreement, Customer will:
(a) access and use the OPI Platform and Services in accordance with any operating instructions or procedures that OPI may issue or amend from time to time;
(b) make reasonable efforts to report to OPI all errors it discovers in the OPI Platform or Services; and
(c) cooperate with OPI, respond to all reasonable requests from OPI in a timely way, and provide OPI with all reasonably requested information in a timely way.
7. Restrictions
OPI expressly reserves all rights not expressly granted to Customer under this Agreement.
The OPI Platform and Services may only be accessed and used by Customer and its personnel, and only for Customer’s internal business operations.
Customer will not, and will not permit its personnel to:
(a) access and use, or rent, resell, lease, lend, license, sub-license, publish, transfer rights to, distribute or provide service bureau facilities or commercial time-sharing services relating to the OPI Platform or Services, except as expressly set out in this Agreement;
(b) modify, translate or create derivative works based on the OPI Platform or Services;
(c) reverse-engineer, decompile, disassemble or otherwise attempt to discover the source code or underlying ideas or algorithms of the OPI Platform or Services;
(d) remove any proprietary notices or disclaimers contained in the OPI Platform or Services;
(e) use the OPI Platform or Services in any manner contrary to applicable law;
(f) upload to or transmit from or through the OPI Platform or Services anything that, if reproduced, published, transmitted or used, may be defamatory, threatening, abusive, obscene, harmful or invasive of anyone’s privacy, may violate any law (including copyright, trade-mark or privacy laws), or may give rise to civil or other liability;
(g) upload or transmit, or permit anything to be uploaded or transmitted, to the OPI Platform or Services any data file or software that contains any computer viruses and other harmful components;
(h) use the OPI Platform or Services for spamming, other advertising, other bulk message transmission, or other similar activity objectionable to OPI in its sole discretion;
(i) attempt to access any of OPI’s systems, programs or data that are not licensed under this Agreement;
(j) interfere with or attempt to interfere with the proper operation of the OPI Platform and Services.
8. Customer Data
In this Agreement, “Customer Data” means any data, information or material that Customer processes, stores or transmits using the Services.
(a) Protection. OPI will take measures that are commercially reasonable in light of the fees paid by Customer under this Agreement to keep the Customer Data secure.
(b) Ownership and Liability. As between the parties, Customer owns its Customer Data. Customer represents and warrants that it owns all right, title and interest, or possesses sufficient license rights, in and to the Customer Data as may be necessary to permit the uses contemplated under this Agreement. Customer bears all responsibility and liability for the accuracy and completeness of the Customer Data and OPI’s access, possession and use as permitted in this Agreement.
(c) Aggregation. Customer acknowledges and agrees that OPI may analyse, maintain and group data, including Customer Data, where the resulting data (“Aggregated Data”) no longer identifiably references Customer or any individual. Notwithstanding this Agreement’s confidentiality provisions or any other wording in this Agreement, OPI owns the Aggregated Data and OPI may create, use, modify, disclose, sell and otherwise exploit Aggregated Data in any way it sees fit and for any purpose, including the creation of derivative works.
(d) Personal Information. Customer will be considered the owner and controller of any data regarding an identifiable individual (“Personal Information”). Customer will have sole responsibility for determining if the collection, storage, and use of its Personal Information complies with applicable law, for making all required disclosures and obtaining all required consents relating to the activities described in this Agreement, and otherwise complying with all applicable laws relating to Personal Information. OPI will not sell or (except as permitted under this Agreement) distribute Personal Information.
(e) Licence. Customer hereby grants to OPI a royalty-free, nonexclusive, worldwide right and licence (with the right to sublicense through multiple tiers) to use, copy, store, process, transmit and display Customer Data as necessary to provide, maintain and improve the OPI Platform and Services and otherwise perform OPI’s obligations and exercise OPI’s rights under this Agreement.
(f) Jurisdictions. Customer acknowledges and consents (i) that the OPI Platform and Services may require Customer Data to be transferred to a country outside of Customer’s country or the country where the Customer Data originated, and that applicable laws in those other countries might permit foreign governments, courts, law enforcement or regulatory agencies to access Customer Data in those countries, and (ii) OPI may share Customer Data with its affiliates and business partners and service providers for the sole purpose of providing the OPI Platform and Services, provided that at all time OPI will comply with its confidentiality and data protection obligations.
(g) Backup. OPI will take commercially reasonable measures to back up Customer Data in accordance with generally accepted industry standards. However, Customer acknowledges that Customer Data may be lost or corrupted for reasons beyond OPI’s reasonable control.
(h) Storage and Return. Unless otherwise expressly agreed in a writing that is signed by an authorized representative of OPI, OPI has no obligation to retain Customer Data after 30 days after complete termination of the Services. Customer will have 30 days from the Service’s termination date in which to request a copy of its Customer Data, which OPI will make available to Customer in the same format maintained by OPI. Customer acknowledges that if Customer completely terminates the Services and then subscribes for Services again at a later date, the original Customer Data will not be available for or as part of the Services.
9. Internet and Customer Equipment
Customer will, at its sole expense, be solely responsible for supplying, configuring and maintaining the hardware, software and licences, telecommunication and internet equipment, connections and services necessary for accessing and using the OPI Platform and Services in accordance with the minimum system requirements as set out by OPI from time to time.
OPI has no responsibility for the working of Customer’s computer and telecommunications equipment, devices, software and networks, or Customer’s internet access. Customer acknowledges and agrees that the operation and availability of equipment and systems used for accessing and interacting with the OPI Platform and Services, including public telecommunication networks, computer networks and the internet (whether supplied by OPI, Customer or a third party) can be unpredictable and may from time to time interfere with or prevent access to or use of the OPI Platform and Services. OPI is not in any way responsible for any such interference with or prevention of access to or use of the OPI Platform and Services.
10. Account Passwords and Access
Customer must register an account with OPI (“Account”) to access and use the OPI Platform and Services. All the information Customer provides when registering the Account and otherwise when using the OPI Platform and Services must be accurate, complete and up to date.
Customer is solely responsible for maintaining the confidentiality and security of any credentials OPI provides to Customer or that Customer creates to access the Account. Customer must not share its credentials, let others use or access its credentials or do anything else that might jeopardize the security of its Credentials. Customer will notify Company if any of its credentials are lost or stolen, if Customer is aware of any unauthorized use of its credentials or if Customer knows of any other breach of security in relation to its Account or the OPI Platform and Services.
Customer is solely responsible and liable for all activity conducted through its Account (whether authorized by Customer or not), and for maintaining the Account in good standing. OPI will not be liable for any loss or damage arising from the unauthorized use of the Account or Customer’s credentials. However, Customer may be liable for OPI’s losses or the losses of others due to such unauthorized use.
11. Inspection and Monitoring
OPI may at any time and from time to time monitor, audit or investigate any aspect of Customer’s access to and use of the OPI Platform and Services to ensure compliance with this Agreement. If OPI discovers any discrepancies that are not corrected within such period that OPI deems appropriate and notifies Customer of in writing, OPI may immediately on written notice to Customer (a) terminate this Agreement, or (b) suspend access to the OPI Platform and Services under section 3.
12. Security and Viruses
OPI takes reasonable steps in accordance with generally accepted industry standards to make the Services secure, but due to the inherent open nature of the Internet OPI cannot guarantee that communications between Customer and OPI or Customer’s Account will be free from unauthorized access by third parties such as hackers, and Customer’s use of the OPI Platform and Services demonstrates Customer’s assumption of this risk.
OPI also takes reasonable steps in accordance with generally accepted industry standards to ensure that the OPI Platform and Services are free of computer viruses and other harmful components. Nevertheless, Customer is responsible for installing and maintaining appropriate anti-virus and other protective software on the devices and systems from which Customer accesses and uses the OPI Platform and Services. Without limiting any other part of these Agreement, OPI disclaims all liability for any computer viruses or other harmful or destructive programs that Customer may download from or through the OPI Platform and Services.
13. Proprietary Rights
The OPI Platform and Services, their organization and design, and all information, images, artwork, text, video, audio, pictures and other material on or through the OPI Platform and Services (collectively the “Content”) are protected by copyright and other proprietary rights, all of which OPI owns or has the right to use. Customer will not copy, reproduce, republish, post, transmit, display, frame in another web page, perform, distribute, license, resell, lease, modify or create derivative works from the OPI Platform, Services or Content. Customer does not acquire ownership rights to its Account, the OPI Platform or any Services or Content by accessing or using the OPI Platform and Services.
OPI owns its name, logo, and all of its other trademarks and trade names appearing on or in association with the OPI Platform and Services. Unless otherwise indicated, all other names, logos, trademarks appearing on the OPI Platform and Services are owned by third parties and are used under licence.
14. Based in Canada
OPI operates from Alberta, Canada, and makes no representation that the OPI Platform and Services are appropriate or available for use in any particular jurisdiction. Those who access the OPI Platform and Services from other locations do so on their own initiative and are responsible for compliance with local laws, if and to the extent local laws are applicable.
15. Export Controls and Compliance with Laws
Customer acknowledges that the laws and regulations of Canada and other countries may restrict the use of the OPI Platform or Services. Customer will not use, export or re-export the OPI Platform or Services in any form or to any recipient inside or outside of Canada in violation of applicable laws. Customer will comply with all other applicable laws, regulations and rules in the conduct of Customer’s business and activities and in the access and use of the OPI Platform and Services.
16. Mobile Applications
The following additional terms and conditions apply with respect to any software application that allows access to the OPI Platform and Services from a mobile device (“Mobile Application”) that OPI provides to Customer designed for use on an Apple iOS-powered mobile device (an “iOS App”):
Customer acknowledge that this Agreement is between Customer and OPI only, and not with Apple, Inc. (“Apple”).
Customer’s use of the iOS App must comply with Apple’s then-current App Store Terms of Service.
OPI, and not Apple, is solely responsible for the iOS App and the OPI Platform and Services and Content available on or through that iOS App. Customer acknowledges that Apple has no obligation to provide maintenance and support services with respect to the iOS App. To the maximum extent permitted by applicable law, Apple will have no warranty obligation whatsoever with respect to the iOS App.
Customer agrees that OPI, and not Apple, is responsible for addressing any claims by Customer or any third-party relating to the iOS App or Customer’s possession and/or use of the iOS App, including: (i) product liability claims; (ii) any claim that the iOS App fails to conform to any applicable legal or regulatory requirement; and (iii) claims arising under consumer protection or similar legislation, and all such claims are governed solely by this Agreement and any law applicable to OPI as provider of the iOS App.
Customer agrees that OPI, and not Apple, will be responsible, to the extent required by this Agreement, for the investigation, defense, settlement and discharge of any third-party intellectual property infringement claim related to the iOS App or Customer’s possession and use of the iOS App.
Customer represents and warrants that (i) Customer is not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a “terrorist supporting” country; and (ii) Customer is not listed on any U.S. Government list of prohibited or restricted parties.
Customer agrees to comply with all applicable third-party terms of agreement when using the iOS App (e.g., Customer must not be in violation of its wireless data service terms of agreement when using the iOS App).
OPI and Customer agree that Apple and Apple’s subsidiaries are third-party beneficiaries to this Agreement as it relates to Customer’s license of the iOS App. Upon Customer’s acceptance of this Agreement, Apple will have the right (and will be deemed to have accepted the right) to enforce this Agreement against Customer as they relate to Customer’s license of the iOS App as a third-party beneficiary thereof.
The following additional terms and conditions apply with respect to any Mobile Application that OPI provides to Customer designed for use on an Android-powered mobile device (an “Android App”):
Customer acknowledge that this Agreement is between Customer and OPI only, and not with Google, Inc. (“Google”).
Customer’s use of the Android App must comply with Google’s then-current Google Play Terms of Service.
Google is only a provider of the online market where Customer obtained the Android App. OPI, and not Google, is solely responsible for the Android App and the services and content available thereon. Google has no obligation or liability to Customer with respect to the Android App or this Agreement.
Customer acknowledges and agrees that Google is a third-party beneficiary to this Agreement as they relate to the Android App.
17. Events Outside OPI’s Control
OPI will not be liable or responsible for any failure to provide, or delay in provision or performance of, any OPI Platform or Services or other obligations under this Agreement that is caused by events outside OPI’s reasonable control (a “Force Majeure Event”).
OPI’s performance is deemed to be suspended for the period that the Force Majeure Event continues, and OPI will have an extension of time for performance for the duration of that period. OPI will use its reasonable efforts to end the Force Majeure Event or to find a solution by which the OPI Platform and Services may be provided or performed or OPI’s other obligations may be performed despite the Force Majeure Event.
18. Disclaimer
THE OPI PLATFORM, SERVICES AND CONTENT ARE PROVIDED “AS IS” AND “AS AVAILABLE” AND WITHOUT REPRESENTATIONS OR WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED. TO THE FULLEST EXTENT PERMISSIBLE UNDER APPLICABLE LAW, OPI DISCLAIMS ALL REPRESENTATIONS, CONDITIONS AND WARRANTIES, WHETHER EXPRESS, IMPLIED OR STATUTORY (INCLUDING ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY AND NON-INFRINGEMENT). OPI DOES NOT REPRESENT OR WARRANT THAT FUNCTIONS CONTAINED IN THE OPI PLATFORM OR SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE, THAT DEFECTS WILL BE CORRECTED, OR THAT THE OPI PLATFORM OR SERVICES OR THE SERVERS THAT MAKE THEM AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.
OPI DOES NOT WARRANT OR MAKE ANY REPRESENTATIONS REGARDING THE USE OR THE RESULTS OF THE USE OF ANY CONTENT IN TERMS OF COMPLETENESS, CORRECTNESS, ACCURACY, RELIABILITY, USEFULNESS, TIMELINESS, RELIABILITY OR OTHERWISE.
CUSTOMER ACKNOWLEDGES THAT ITS ACCESS TO AND USE OF THE OPI PLATFORM AND SERVICES AND THE CONTENT WILL NOT BE FREE OF INTERRUPTIONS, THAT THE OPI PLATFORM AND SERVICES AND THE CONTENT MAY CONTAIN BUGS, ERRORS, INACCURACIES OR OTHER LIMITATIONS, AND THAT THE OPI PLATFORM AND SERVICES MAY BE UNAVAILABLE FROM TIME TO TIME. CUSTOMER ASSUMES TOTAL RESPONSIBILITY AND RISK FOR ITS ACCESS TO AND USE OF THE OPI PLATFORM, SERVICES AND THE CONTENT.
19. Limitation of Liability
TO THE FULLEST EXTENT PERMISSIBLE UNDER APPLICABLE LAW, IN NO EVENT WILL THE TOTAL CUMULATIVE LIABILITY OF OPI, ITS AFFILIATES, AND THEIR OFFICERS, DIRECTORS, EMPLOYEES AND REPRESENTATIVES ARISING FROM OR RELATED TO THE ACCESS AND USE OF THE OPI PLATFORM OR SERVICES, OR OTHERWISE ARISING UNDER OR RELATING TO THIS AGREEMENT FOR ALL CLAIMS EXCEED THE AMOUNT OF FEES ACTUALLY RECEIVED BY OPI FROM CUSTOMER UNDER THIS AGREEMENT DURING THE 12 MONTHS BEFORE THE DATE THE CLAIM FIRST AROSE LESS, IN ALL CIRCUMSTANCES, ANY AMOUNTS PREVIOUSLY PAID (AS OF THE DATE OF SATISFACTION OF THAT LIABILITY) BY OPI IN SATISFACTION OF ANY LIABILITY UNDER THIS AGREEMENT, REGARDLESS OF THE BASIS OF THE CLAIM, WHETHER IN CONTRACT, TORT OR OTHERWISE, AND REGARDLESS OF WHETHER AS A RESULT THIS AGREEMENT ANY REMEDY IN THIS AGREEMENT IS FOUND TO FAIL OF ITS ESSENTIAL PURPOSE.
TO THE FULLEST EXTENT PERMISSIBLE UNDER APPLICABLE LAW, IN NO EVENT WILL OPI, ITS AFFILIATES, AND THEIR OFFICERS, DIRECTORS, EMPLOYEES AND REPRESENTATIVES BE LIABLE, IN ANY MANNER OR UNDER ANY THEORY OF LIABILITY, FOR COSTS OF PROCUREMENT OF SUBSTITUTE GOODS OR TECHNOLOGY, LOSS OF PROFITS, LOSS OF SALES, LOST OPPORTUNITY COSTS, TIME TO RECREATE DATA, WASTED ADMINISTRATIVE OR SALES TIME OR FOR ANY INDIRECT, SPECIAL, PUNITIVE, CONSEQUENTIAL, RELIANCE, ECONOMIC OR INCIDENTAL DAMAGES, HOWEVER CAUSED, WHETHER FOR BREACH OF WARRANTY, BREACH OF CONTRACT, REPUDIATION OF CONTRACT, NEGLIGENCE, OR OTHERWISE, REGARDLESS OF WHETHER OPI WAS ADVISED OF OR WAS AWARE OF SUCH POSSIBLE DAMAGES.
20. Indemnification
Customer will indemnify and hold harmless OPI, its affiliates, and their officers, directors, employees and representatives from and against all losses, expenses, damages and costs (including actual legal expenses as billed) resulting directly or indirectly from any violation of this Agreement or any activity of Customer related to the OPI Platform or Services or the Content.
21. Confidentiality
In this Agreement “Confidential Information” means all data, information and material in any form relating to OPI or its business, commercial strategies, pricing, products (including the OPI Platform and Services), services, personnel or clients that Customer receives in connection with this Agreement, but excludes any information that Customer proves: (a) was lawfully in its possession before receiving it from OPI; (b) was provided in good faith to Customer by a third party without breaching any of OPI’s rights or any rights of a third party; or (c) is or becomes generally available to the public through no fault of Customer.
Customer will (and will cause its personnel to) use conscientious efforts to protect the Confidential Information from unauthorized use, access, disclosure and duplication.
Customer will (and will cause its personnel to) only use Confidential Information as reasonably required to perform its obligations or exercise its rights under this Agreement. Except for those purposes, Customer and its personnel will not:
(a) use or take any benefit from any Confidential Information;
(b) disclose any Confidential Information to any third party unless required by law or court order to do so, in which case Customer will immediately notify OPI of the disclosure obligation and will assist OPI to take lawful steps to prevent or limit the disclosure;
(c) duplicate, transfer, sell, publish, transmit, modify, or reverse-engineer any of the Confidential Information; or
(d) directly or indirectly assist, facilitate or encourage any third party to carry on any of the activities set out above.
22. Term and Renewal
This Agreement will commence on the date specified on the Subscription Terms and will continue for an initial 30-day period unless terminated earlier in accordance with its terms. This Agreement will automatically renew for successive 30-day renewal terms unless a party provides at least 5 calendar days’ advance written notice of non-renewal. The initial term and all renewal terms are collectively referred to as the “Term”.
23. Termination
You have breached any provision of the Agreement or have acted in a manner which shows that You do not intend to, or are unable to comply with the Agreement;
OPISYSTEMS in its sole discretion believes it is required to do so by law.
You may terminate the Agreement with OPISYSTEMS ahead of the Term WITH PARTIAL REFUND of monies paid ( the amount determined solely by OPISYSTEMS ) if a significant modification in Services has taken place, the occurrence of which is solely determined by OPISYSTEMS.
24. Effect of Termination
Upon this Agreement’s expiry or termination for any reason:
(a) Customer’s right to access and use the OPI Platform and Services will automatically terminate, and Customer will immediately cease all access to and use of the OPI Platform and Services;
(b) Customer will immediately pay all sums owing to OPI;
(c) OPI will make Customer Data available to Customer via the Services, FTP, or other mutually agreed means; and
(d) sections 2, 8(h), 13, 17 through 21 and 24 through 33, and all other provisions necessary to give effect thereto, will survive this Agreement’s expiration or termination.
25. Choice of Law and Jurisdiction
Except where prohibited by law, this Agreement, Customer’s access to and use of the OPI Platform, Services and the Content, and any claims made against OPI or its directors, officers, employees or representatives, arising out of such access or use or otherwise, will be governed by and construed and interpreted in accordance with Alberta laws (including federal laws applicable in Alberta), without reference to Alberta’s conflict of law rules.
Except where prohibited by law, Customer agrees that exclusive jurisdiction and venue in any legal proceeding directly or indirectly arising out of or relating to the Services will be in the Alberta courts sitting in Calgary, Alberta.
The UN Convention on Contracts for the International Sale of Goods will not apply to this Agreement or the Services.
26. Language
The parties have expressly agreed that this Agreement and also ancillary agreements, documents or notices related thereto be drafted solely only in English. Les parties aux présentes ont expressément convenus que cet accord et tout autre convention, documents soit rédigé en anglais seulement.
27. Independent Contractors
The parties are independent contractors and neither party is an agent, employee, partner or joint venturer of the other party for any purpose.
28. Notices
All notices and other documents delivered under this Agreement must be in writing and must be sent by registered mail or commercial courier and will be deemed to have been given when received. Notices to Customer may be delivered to the address provided by Customer when subscribing to the Services, and may also be delivered through Customer’s Account or to the email address provided by Customer. Notices to OPI must be sent to 1216 – 36th Avenue NE, Calgary, AB, Canada T2E 6M8, or such other address as OPI may designate. .
29. Invalidity
If a court of competent jurisdiction finds any provision of this Agreement to be invalid, illegal or unenforceable, the validity, legality or enforceability of the remaining provisions of this agreement will not be affected or impaired.
30. Failure to Enforce
OPI’s failure to enforce, on any one or more occasions, any of the terms or conditions of this Agreement, will not be construed as a waiver of the future performance of any such terms or conditions.
31. Assignment
OPI may assign this agreement and any of its rights under this Agreement to a third party. Customer may not assign or license this Agreement or any of its rights or obligations under this Agreement to any third party without OPI’s prior written consent.
32. Entire Agreement; Modification
This Agreement constitutes the entire agreement between the parties, and replaces any prior agreements and understandings, whether written or oral, in any way relating to the subject matter of this Agreement. This Agreement cannot be modified except in writing signed by each of the parties.
33. Parties Bound
This Agreement binds and benefits the parties and their lawful successors and permitted assigns.
[End of Terms of Service (Hosted Services)]