Relateways End User License Agreement
This RelateWays End User License Agreement (the “Agreement”) is a legal agreement between You (“You”), RelateWays Inc. (“RWI”) and SproutOwl (together the “Parties” and individually a “Party”).
IF YOU ARE UNDER 18 YEARS OLD, YOU MUST HAVE YOUR PARENT READ AND AGREE TO THIS AGREEMENT. IF YOU ARE UNDER 18 YEARS OLD YOU MUST CAREFULLY GO THROUGH THIS AGREEMENT WITH YOUR PARENT.
BY CLICKING “I ACCEPT” BELOW, OR BY DOWNLOADING, INSTALLING, ACTIVATING OR USING THE RWI PROPRIETARY PLATFORM AND RELATED SERVICES AND PROGRAMS (THE “RWI PLATFORM”), YOU AGREE, ON YOUR OWN BEHALF ON BEHALF OF THE ENTITY OR MINOR YOU REPRESENT, TO BE BOUND BY THE TERMS OF THIS AGREEMENT.
IF, PRIOR TO DOWNLOADING, INSTALLING, ACTIVATING OR USING THE RWI PLATFORM, YOU DECIDE YOU ARE UNWILLING TO AGREE TO THE TERMS OF THIS AGREEMENT, YOU AND ANY ENTITY OR MINOR AUTHORIZED BY YOU, HAVE NO RIGHT TO USE THE RWI PLATFORM AND YOU MUST PROMPTLY NOTIFY RWI, THEREBY TERMINATING THIS AGREEMENT, AND IMMEDIATELY STOP USING OR ALLOWING THE USE OF THE RWI PLATFORM.
IF YOU HAVE ANY QUESTIONS OR CONCERNS ABOUT THE TERMS OF THIS AGREEMENT, PLEASE CONTACT RWI AT email@example.com.
The RWI Platform is licensed and not sold under this Agreement. Subject to the terms and conditions herein, RWI hereby grants to You a personal, revocable, non-exclusive, non-transferable license to access and use the RWI Platform.
Subject to the terms and conditions herein, RWI hereby grants to You a personal, revocable, non-exclusive, non-transferable license to download, print and use the applicable access guide or standard end user guideline documentation prepared and updated periodically by RWI and provided directly to You or made available to You through the RWI website at www.SproutOwl.com (“Documentation”). Documentation does not include any guidelines or end user documentation prepared or provided to You by a third party. RWI is not obliged to provide You with any Documentation
RWI Platform Updates.
Unless You configure, or a third party with whom You have an agreement to provide the RWI Platform or portion thereof to You configures, the RWI Platform to preclude the transmission or use of generally available updates to the RWI Platform, You hereby agree that RWI may provide updates to the RWI Platform to You from time-to-time. If RWI, either directly or through a third party, provides any updates or makes any changes to the RWI Platform, such updated or changed RWI Platform shall be the RWI Platform and Your access to and use of the updated or changed RWI Platform will be governed by this Agreement. By continuing to use the RWI Platform following any such update or change to the RWI Platform, You are deemed to have agreed to this Agreement.
Your Use of the RWI Platform.
(a) The RWI Platform is made available to You through the Internet. You acknowledge that, in order to use the Services, You must have access to the Internet directly or through devices that access web-based content and pay any and all service fees associated with such access. You acknowledge that the RWI Platform may be maintained on computer servers and equipment not necessarily in Canada or in the possession or control of RWI.
(b) You shall only use the RWI Platform and any component thereof, in accordance with this Agreement, all applicable laws and regulations (including all laws regarding privacy or the protection of personal information), and the applicable Documentation.
(c) You will not knowingly, after making such inquiries as a reasonable person in Your position would undertake, use or permit others to use the RWI Platform or any portion thereof in isolation or with any other software or data in a manner that in RWI’s judgment, acting reasonably, interferes with, degrades or adversely affects any system, network or data used by any person or otherwise has a detrimental effect upon any person, and You will immediately cease any such activity upon RWI delivering notice of same to You.
(d) You shall not use the RWI Platform: (i) to transmit harassing, abusive, libelous, illegal or deceptive messages, content or information; (ii) to, or in any way, interfere with RWI’s other customers, other end users, or RWI’s business operations; (iii) to commit or attempt to commit a crime or facilitate the commission of any crime or other illegal, fraudulent or tortious acts; (iv) in any way that breaches the privacy of, or infringes, violates or misappropriates any intellectual property rights or other proprietary rights of, any third party (including, without limitation, by copying and sharing third party content for which You do not have the rights to copy and share, or unlawfully circumventing any digital rights management protections); (v) to transmit or relay spam; (vi) to upload, post or submit information or materials, or otherwise make available to others using the RWI Platform: (A) any material that is libelous, defamatory, tortious, sexually explicit, hateful, obscene, harassing or otherwise actionable or objectionable; (B) any unsolicited message or unauthorized advertising or promotional material; (C) any worms, viruses, Trojan horses, scripts, bots, bombs, spiders, or similar means, tools, programs, or algorithms to harvest, automatically download, or collect information, or any computer code or files of a destructive, damaging, disruptive, disabling or interfering nature or any information or materials that contain any of the foregoing; or (D) any material that is in any way detrimental to the operation of the RWI Platform or that could damage, disable or overburden the RWI Platform, or that is detrimental to the access or use of the RWI Platform by anyone else, which restriction applies to any use that interferes or attempts to interfere with the normal operations of the RWI Platform.
(e) You shall not sell, rent, lease, or transfer, or attempt to sell, rent, lease, or transfer, the RWI Platform, or any part thereof, or Your entitlement to use the RWI Platform or any part thereof (including operating a service bureau or equivalent service using the RWI Platform to any other person or entity, without the prior express written permission of RWI).
(f) You shall cooperate with RWI and provide information requested by RWI to assist RWI in investigating or determining whether there has been a breach of this Agreement and provide RWI with access to the premises and computers where the RWI Platform is or has been used.
(g) You hereby authorize RWI to cooperate with: (i) law enforcement authorities in the investigation of suspected criminal violations by You; and (ii) third parties, including system administrators at Internet service providers, in investigating acts by You in violation of this Agreement.
Third Party Content and Websites
As part of the capability of the RWI Platform, certain content and services belonging to or made available by persons other than RWI or its affiliates may be provided, transmitted or otherwise made available to You. You may also have access to links (including by way of icons or bookmarks) to specific third party websites (“Linked Sites”) or information that enables You: (i) to access content proprietary to a third party, including, and without limitation, files, data, databases, intellectual property, and trademarks (“Third Party Content”); or (ii) to retain, procure or acquire the services of a third party.
You understand, acknowledge and agree that Linked Sites and Third Party Content are not under the control of RWI and are in no way endorsed by RWI. RWI does guarantee access to any particular website or Third Party Content through or using the RWI Platform.
If You choose to visit a Linked Site or access Third Party Content, You may be required by a third party to enter into a separate agreement for which RWI bears no responsibility. If You enter into an agreement with a third party by visiting or through a Linked Site, You will be responsible for complying with the terms and conditions of such agreement.
If You are unsure whether RWI is the source of a website, content or service, please contact RWI at firstname.lastname@example.org.
Third Party Components.
For the purposes of this Agreement, “Third Party Components” means software, interfaces, and firmware, licensed by RWI from a third party for incorporation into an RWI product, including the RWI Platform, as an integral part of that RWI product.
The RWI Platform may allow for the inclusion of Third Party Components and Third Party Content. Your ability to use Third Party Components, including any updates or upgrades thereto, and to access or use Third Party Content may be subject to a separate agreement or additional terms and conditions to which You must agree before You can use the Third Party Components or Third Party Content or any part of the RWI Platform containing such Third Party Components or using such Third Party Content.
You understand, acknowledge and agree that Third Party Components and Third Party Content included in the RWI Platform are: (i) provided as a convenience to You only; and (ii) unless accompanied by a separate agreement, are subject to this Agreement. If You enter into a separate agreement with a third party with respect to any Third Party Components or Third Party Content then in no event will such separate agreement between You and such third party be binding on RWI or impose on RWI any additional obligations or obligations inconsistent with the terms of this Agreement.
To the extent that any particular Third Party Component or Third Party Content is covered by a separate agreement or additional terms and conditions that provide You with rights to use, copy, distribute, or modify all or part of such Third Party Component or Third Party Content broader than the rights afforded to You under this Agreement for the RWI Platform then, only to the extent You can exercise such broader rights without breaching the terms of this Agreement for the remainder of the RWI Platform, You obtain the benefit of such broader rights.
Hardware, Software and Services.
Except as the Parties expressly agree in writing, RWI has no responsibility for the selection, implementation, interoperability and performance of any and all third party hardware, software and services (including, without limitation, Internet connectivity) used in association with Your access to and use of the RWI Platform. You are solely responsible for acquiring the necessary hardware, software and services (including Internet connectivity) required for You to access and use the RWI Platform.
You are responsible for ensuring that the hardware, software and services (including, without limitation, Internet connectivity) with which You choose to access the RWI Platform meets RWI’s minimum requirements, including, without limitation, the processing speed, memory, third party software and the availability of dedicated Internet access required for You to access the RWI Platform.
You are responsible for ensuring that Your use of such hardware, software and services with the RWI Platform is not in violation of any licenses, terms, conditions, laws, rules and/or regulations respecting the use of such hardware, software or services.
You are responsible for ensuring that You comply with any terms and conditions, rules and regulations respecting Your use of the applicable cryptography infrastructure, certificates, public keys, and any other services or software You may use in conjunction with the RWI Platform.
You may not modify, copy, reproduce or in any other manner duplicate the RWI Platform, except as authorized in this Agreement or in a separate agreement between You and RWI. For the purposes of this provision, “copy” or “reproduce” shall not include copying of statements and instructions that are part of the RWI Platform that naturally occur during use of the RWI Platform in accordance with this Agreement and as described in the Documentation.
You may not copy any Documentation or any portion thereof unless specifically authorized in writing to do so by RWI. You may access the Documentation from www.SproutOwl.com solely for Your use in accordance with this Agreement.
This Agreement gives You no right to obtain from RWI, its licensors or its distributors any source code for the RWI Platform, and, except to the extent that RWI is expressly precluded by law from prohibiting these activities, You agree that You will not alter, modify, adapt, create derivative works, translate, deface, decompile, disassemble or Reverse Engineer the RWI Platform, or attempt to do so, or permit, acquiesce, authorize or encourage any third party to do the same. For the purposes of this Agreement, “Reverse Engineer” includes any act of reverse engineering, translating, disassembling, decompiling, decrypting or deconstructing (including any aspect of “dumping of RAM/ROM or persistent storage”, “cable or wireless link sniffing”, or “black box” reverse engineering) data, software (including interfaces, protocols, and any other data included in or used in conjunction with programs that may or may not technically be considered software code), service, or hardware or any method or process of obtaining or converting any information, data or software from one form into a human-readable form.
You do not acquire any rights, title or interest under this Agreement in or to intellectual property or other proprietary rights, including rights in or to any patents, designs, trademarks, copyright or rights in any confidential information or trade-secrets, in or relating to the RWI Platform or any part thereof, other than the rights expressly licensed to You under this Agreement or in another agreement that You may enter into with RWI. No title or any right of possession to the RWI Platform is granted by virtue of this Agreement. Any rights not expressly granted herein are expressly reserved for the benefit of RWI.
Certain words, phrases, names, designs or logos used on and in the RWI Platform and the Documentation may be trademarks, service marks or trade names of RWI, its affiliates or third parties. The display of any such marks or names does not imply that a license has been granted to You or any third party by RWI or other entities. Any unauthorized use or display of the trademarks or trade names belonging to RWI, its affiliates, related companies, and third parties and their licensors is strictly prohibited.
There are severe penalties, both civil and criminal, for intellectual property infringement. You agree that nothing in this Agreement shall adversely affect any rights or recourse to any remedies, including, without limitation, injunctive relief that RWI may have under any applicable laws, relating to the protection of RWI’s intellectual property or other proprietary rights.
Security and Your Account.
The RWI Platform may utilize a level of encryption data security for communications between the RWI Platform and the computer system You use to access and use the RWI Platform. You assume full responsibility for the establishment of appropriate security measures to control access to the RWI Platform and such computer systems.
You acknowledge and agree that the RWI Platform was developed at considerable time and expense by RWI and is confidential to and contains intellectually property and trade-secrets of RWI and its affiliates and licensors. You agree to maintain the content and functioning of the RWI Platform including all of its components in strict confidence and not to disclose or provide access thereto to any person.
Representations and Warranties.
You represent to RWI that You have the capacity, ability, right and authority to enter into this Agreement, either on Your own behalf or on behalf of a company or other entity, or a minor. You represent and warrant that any information that You provide to RWI pursuant to this Agreement is true, accurate, current and complete.
If You are not over 18 years old, you must have your parent read and agree to this Agreement. If you are not yet 18 years old, please carefully review this Agreement with your parents.
If You are the parent or guardian of a person who you allow to use the RWI Platform, you agree to be bound by this Agreement, you agree that you shall cause your child to comply with the terms of this Agreement, and you agree to be fully responsible for your child’s compliance with this Agreement and use or misues of the RWI Platform. If you are the parent or guardian of a person who you allow to use the RWI Platform, you must review this Agreement with your child and discuss with your child your child’s use of the RWI Platform.
This Agreement shall be effective beginning when You agree to be bound by the terms of this Agreement (as described in the preamble above) and shall continue in effect unless terminated in accordance with the provisions set out herein.
RWI, in its sole discretion, has the right to terminate this Agreement, or to suspend, terminate or restrict Your access to the RWI Platform for any reason and at any time by You by providing You with thirty (30) days notice of termination.
If You breach this Agreement, RWI may, in addition to all other rights and remedies provided by this Agreement or by applicable law, terminate this Agreement and any other agreement between You and RWI for any other portion of the RWI Platform used by You by providing You with ten (10) days notice of termination. You will be deemed to be in breach of this Agreement if You: (i) fail to comply with or perform a term or condition herein; or (ii) contravene any other agreement that You may have entered into with RWI for all or any portion of the RWI Platform, including, without limitation, the terms of any purchase order, subscription agreement, or program upgrade agreement.
RWI may terminate this Agreement or may immediately cease providing You with access to the RWI Platform without any liability whatsoever to You if RWI is prevented from providing any part of the RWI Platform to You by any law, regulation, requirement or ruling issued in any form whatsoever by any judicial or governmental body. Nothing herein shall be construed to require RWI to seek a waiver of any law, rule, regulation, or restriction, or seek judicial review or appeal of any court order.
Effect of Termination.
Upon termination of this Agreement: (i) You will cease all use of the RWI Platform; (ii) all licenses granted to You hereunder shall immediately terminate; and (iii) RWI shall have the right to block any transmission of data to and from the RWI Platform, without notice to You. Upon termination of this Agreement, You authorize RWI to, in its sole discretion, delete any files, programs, data and email messages associated with Your account, without notice to You. In the event of the termination of this Agreement by RWI pursuant to provisions of this Agreement, You shall pay to RWI all fees (including attorneys’ fees) and related expenses expended or incurred by RWI in the enforcement of any right or privilege hereunder.
You shall defend, indemnify, and hold harmless RWI, RWI’s affiliates, suppliers, successors, agents, authorized distributors and assigns, and each of their directors, officers, employees and independent contractors (each a “RWI Indemnified Party”) from any claims, damages, losses, costs or expenses (including, without limitation, legal fees and costs) incurred by a RWI Indemnified Party in connection with all claims, suits, judgments and causes of action for: (i) infringement of patents or other intellectual property or proprietary rights arising from combining with or using any device system or service in connection with the RWI Platform or any portion thereof; (ii) damages arising from Your breach of this Agreement or any applicable law; (iii) any injury, death or property damage arising from Your negligence or misconduct in connection with Your use of the RWI Platform or any portion thereof; or (iv) claims made by third persons against RWI arising from or related to Your use of the RWI Platform or any portion thereof (other than such claims that arise solely from the use of the RWI Platform strictly in accordance with the terms of this Agreement and the Documentation).
If during the ninety (90) day period after access to the RWI Platform is granted to You (the “Warranty Period”), the RWI Platform is not capable of performing the functions described in the Documentation, RWI will, at its sole option and discretion, either: (i) make reasonable efforts to correct or provide You with a workaround for such non-performance, which workaround may be provided to You at RWI’s reasonable discretion in one of a variety of forms, including in the course of telephone or email customer support provided to You, in a generally available fix, release or update to the RWI Platform, on RWI’s website or in any other form of which RWI advises You; or (ii) provide You with a refund of the fees paid by You to RWI to access the RWI Platform. Following the Warranty Period, this limited warranty does not apply to updates of the RWI Platform.
Upgrades or changes to the RWI Platform for which You have paid additional fees and regarding which You and RWI have agreed under a separate agreement, shall be subject to the warranty set out above for a period of ninety (90) days from the date that such upgrade to the RWI Platform is made available to You.
If You have paid RWI for access to the RWI Platform and are unable to access it successfully, provided that You notify RWI within twenty-four (24) hours and provide RWI with proof of payment to RWI for use of the RWI Platform, RWI will rectify the situation or credit Your account with the pro-rated fee associated with the access time lost. If You access the RWI Platform as part of another product or through a separate service provider or a third party customer of RWI, including a person who subscribes and pays for Your rights to access and use RWI’s Platform, no credit will be authorized from RWI and You should contact the service provider or third party who provided You with access to the RWI Platform.
The limited warranties set out above are RWI’s only obligation to You, and are Your sole and exclusive remedy, for any performance non-performance, defects, errors, or problems You may experience related to the RWI Platform.
The limited warranties set out above will not apply if the failure of the RWI Platform to perform the functions described in the Documentation is due to: use of the RWI Platform in a manner inconsistent with any of Your obligations set out in the Sections of this Agreement entitled “Your Use of the RWI Platform”, “Intellectual Property, and “Confidentiality”, or in a manner inconsistent with the Documentation; a malfunction or other problem related to any hardware, network, software or communication system other than RWI Platform; or any causes external to RWI affecting the RWI Platform, including the media upon which the RWI Platform is provided, such as accident, disaster, electrostatic discharge, fire, flood, lightning, water or wind, or correction of errors attributable to software other than software in the RWI Platform.
Except as expressly set out in this Agreement, all conditions, endorsements, guarantees, representations, or warranties of any kind, express or implied, including without limitation, any conditions, endorsements, guarantees, representations or warranties of durability, fitness for a particular purpose or use, merchantability, merchantable quality, noninfringement, satisfactory quality, or title, or arising from a statute or custom or a course of dealing or usage of trade are hereby excluded.
The Parties agree that the United States Uniform Computer Information Transactions Act as enacted in any state shall not apply to this Agreement and to the maximum extent permitted by law is hereby excluded in its entirety from application to this Agreement.
The limited warranties set out in this Agreement give You specific legal rights. You may also have other rights that vary depending on the jurisdiction in which You reside. Some jurisdictions may not allow the exclusion or limitation of implied warranties and conditions.
Except as expressly set out in this Agreement, and except to the extent specifically prohibited by applicable law in Your jurisdiction, the RWI Platform is provided or made accessible to You “as is” and “as available”, without condition, endorsement, guarantee, representation or warranty of any kind by RWI. RWI does not warrant uninterrupted access to or use or operation of the RWI Platform, continued availability of the RWI Platform, or that any messages, content or information sent by or to You will be accurate, transmitted in uncorrupted form or within a reasonable period of time.
Limitation of Liability.
Without expanding on the specific remedies set out in the Section of this Agreement entitled “Limited Warranties” and to the maximum extent permitted by applicable law in Your jurisdiction: (i) in no event shall the aggregate liability of RWI arising from or related to this Agreement or the RWI Platform exceed the amount paid by You or paid by a third party on Your behalf regarding Your right to access and use the RWI Platform; and (ii) in no event shall RWI be liable for any of the following types of damages: consequential, exemplary, incidental, indirect, special, punitive, or aggravated damages, damages for loss of business profits or revenues, failure to realize any expected savings, business interruption, loss of business information, loss of business opportunity, or corruption or loss of data, failures to transmit or receive any data, problems associated with the RWI Platform, downtime costs, loss of the use of the RWI Platform or any portion thereof or of any airtime services, cost of substitute goods, costs of cover, facilities or services, cost of capital, or other similar pecuniary losses arising out of or related to this Agreement or Your access to or use of the RWI Platform including the use or inability to use, performance or non-performance of the RWI Platform, whether or not such damages were foreseen or unforeseen, and even if RWI has been advised of the possibility of such damages.
To the maximum extent permitted by applicable law in Your jurisdiction, RWI shall be liable to You only as expressly provided in this Agreement and shall have no other obligation, duty, or liability whatsoever in contract, tort, or otherwise to You including any liability for negligence or strict liability.
No remedy herein conferred upon RWI is intended to be, nor shall it be construed to be, exclusive of any other remedy provided herein or as allowed by law or in equity, but all such remedies shall be cumulative.
The limitations, exclusions, and disclaimers in this Agreement shall apply, irrespective of the nature of the cause of action, demand, or action by You, including but not limited to breach of contract, negligence, tort, strict liability or any other legal theory and shall survive a fundamental breach or breaches or the failure of the essential purpose of this Agreement or of any remedy contained herein, to RWI and its affiliated companies, their successors, assigns, agents, suppliers, arms and their respective directors, employees and independent contractors.
You acknowledge and agree that the disclaimers, exclusions and limitations set forth in this Agreement constitute an essential element of the Agreement and that in the absence of such disclaimers, exclusions and limitations: (i) the fees and other terms in this Agreement would be substantially different; and (ii) RWI’s ability to provide, and Your ability to access, the RWI Platform or any portion thereof under this Agreement would be impacted. In addition to the limitations and exclusions set out above, in no event shall any director, employee, agent, distributor, supplier, independent contractor of RWI or any affiliates of RWI have any liability arising from or related to this Agreement.
Privacy and Collection of Personal Information.
Notwithstanding any other provision of this Agreement, neither Party shall be deemed in default of this Agreement for failure to fulfill its obligations when due to causes beyond its reasonable control. This provision shall not be construed as excusing performance of any obligation by either Party to make payment to the other Party.
(a) Assignment and Delegation. RWI may assign this Agreement without notice to You. You may not assign this Agreement without the prior written consent of RWI, which consent may be withheld or conditioned at RWI’s sole discretion. Any purported assignment of this Agreement by You without RWI’s prior written consent shall be null and void and of no effect. RWI may perform all obligations to be performed by it under this Agreement directly or may have some or all obligations performed by its contractors or subcontractors.
(b) Notices. Except as otherwise provided in this Agreement, all notices or other communications hereunder shall be deemed to have been duly given when made in writing and delivered: (i) via electronic mail to You at the address supplied to RWI by You when you set up your RWI account or to RWI at email@example.com; and (ii) in person, by courier or deposited in the mail, postage prepaid, registered mail, return receipt requested, and addressed to You at the address supplied to RWI by You when you set up your RWI account or to RWI at 37 Armadale Ave., Toronto, Ontario, Canada. Either party may update or change its contact information by giving notice to the other party of such update or change in accordance with this Section.
(c) Third Party Beneficiaries. Except as otherwise specifically stated in this Section, the provisions herein are for the benefit of the Parties and not for any other person or entity.
(d) Waivers. No Party is to be deemed to have waived or forfeited any right under this Agreement, whether on the basis of failure, delay or any other legal or equitable doctrine, unless such waiver is made in writing signed by an authorized signatory of the Party against whom the waiver is sought to be enforced. Waiver of any provision, or any breach of any provision, of this Agreement in one instance shall not constitute a waiver as to any other instance.
(e) Survival. The terms, conditions and warranties contained in this Agreement that by their sense and context are intended to survive the performance hereof shall so survive the completion of performance, cancellation or termination of this Agreement.
(f) Governing Law and Dispute Resolution. This Agreement is to be governed by and construed under the laws of the Province of Ontario and the laws of Canada applicable therein. The Parties agree that the United Nations Convention on Contracts for the International Sale of Goods is hereby excluded in its entirety from application to this Agreement.
Any disagreement or dispute arising out of or relating to this Agreement, or the breach thereof, which the Parties are unable to resolve after good faith negotiations, shall be settled by final and binding arbitration to be conducted in Ontario, Canada in accordance with the Commercial Rules of the American Arbitration Association (“Rules”) and shall be heard by one arbitrator appointed in accordance with the Rules and to be mutually agreed to by the Parties within thirty (30) days of the appointment of the arbitrator, failing which a neutral third party shall appoint the arbitrator. Each Party shall bear one half of the costs associated with the arbitration proceedings. Judgment upon the award rendered by the arbitrator may be entered in any Court having jurisdiction thereof. Notwithstanding the foregoing, RWI has the right to institute legal or equitable proceedings, including proceedings seeking injunctive relief, in a court of law for claims or disputes regarding: (i) amounts owed by You to RWI in connection with Your right to access and use the RWI Platform or any portion thereof, if applicable; and (ii) Your violation, or threatened violation, of the Sections of this Agreement entitled, “Your Use of the RWI Platform”, “Intellectual Property, “Confidentiality”, and “Effect of Termination”.
No dispute between the Parties, or involving any person but You, may be joined or combined together, without the prior written consent of RWI.
You irrevocably waive any objection on the grounds of venue, forum non-conveniens or any similar grounds and irrevocably consent to service of process by mail or in any other manner permitted by applicable law and irrevocably consent and attorn to the jurisdiction of the courts located in the Province of Ontario for any such claims arising from or related to this Agreement.
The Parties specifically agree that, in the event that there is a dispute under this Agreement and such dispute is to be resolved in a court of law, such dispute shall not be resolved by jury trial and hereby waive all rights to a trial by jury in any matter related to or arising from this Agreement.
(g) Severability. To the extent any provision or portion thereof of this Agreement is determined to be illegal, invalid or unenforceable by a competent authority in any jurisdiction, then such determination of that provision or portion thereof will not affect: (i) the legality, validity or enforceability of the remaining provisions of this Agreement; or (ii) the legality, validity or enforceability of that provision in any other jurisdiction, and that provision (or portion thereof) will be limited if possible and only thereafter severed, if necessary, to the extent required to render the Agreement valid and enforceable.
(h) Inconsistency. If there is any inconsistency between this Agreement and other agreements between You and RWI, unless otherwise provided for in such other agreement, the provisions of this Agreement shall apply to the extent of the inconsistency.
(i) Entire Agreement. This Agreement constitutes the entire agreement of the Parties with respect to the subject matter hereof and there are no provisions, understandings, communications, representations, warranties, undertakings, collateral agreements or agreements between the Parties relating to the RWI Platform other than as set out in this Agreement. This Agreement supersedes any prior or contemporaneous provisions, understandings, communications, representations, warranties, undertakings, collateral agreements and other agreements between the Parties, whether oral or written, with respect to the subject matter hereof, and You acknowledge that You have not relied on any of the foregoing in agreeing to enter into this Agreement. Notwithstanding the foregoing, other agreements between the Parties may govern Your use of the RWI Platform. In the event You and RWI enter into a separate agreement that supersedes this Agreement, additional terms and conditions may apply to Your access to and use of the RWI Platform.
(j) Amendment. This Agreement may be amended at any time upon mutual agreement by the Parties. Except to the extent that RWI is expressly precluded by applicable law, RWI further reserves the right to make changes to this Agreement including changes to reflect changes in RWI’s business practices, or to reflect changes in or required by law, by providing You with reasonable notice of the change including by posting notice of the change on the RWI website at www.SproutOwl.com. If You continue to use the RWI Platform more than thirty (30) days after notice of the change has been given You shall be deemed to have accepted this change. At no time will RWI’s failure to notify You of any changes to this Agreement, or Your failure to review such changes, be an enforceable defense for breaching this Agreement.
(k) Compliance With Laws. You will, at Your expense, obtain and maintain all licenses, registrations and approvals required by the government authorities or applicable law in Your jurisdiction for the execution and performance of this Agreement. In particular and for the avoidance of doubt, You will comply with all applicable laws and regulations and will obtain any necessary license, registration and approval from competent government authorities for the importation and use of any software that contains commercial encryption or other security functions. You will provide RWI with the assurances and official documents that RWI periodically may request to verify Your compliance with this obligation.
(l) Language. If this Agreement is translated into a language other than English, the English version will prevail to the extent that there is any conflict or discrepancy in meaning between the English version and any translation thereof. Unless, and only to the extent, prohibited by law in Your jurisdiction, any and all disagreements, disputes, mediation, arbitration or litigation relating to this Agreement shall be conducted in the English language, including, without limitation, any correspondence, discovery, submissions, filings, pleadings, oral pleadings and arguments, and orders or judgments. 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.