Terms and Conditions

This Cloud and SaaS Services Agreement (this “Agreement“) is a binding contract between you (“Customer“, “you“, or “your“) and QUICKPASS SOFTWARE INC. (“Provider“, “we“, or “us“). This Agreement governs your access to and use of the monthly subscriptions and yearly subscriptions for Cloud and SaaS Services. 
 

 IF YOU DO NOT AGREE TO THESE TERMS, PLEASE DO NOT CLICK THE [“I AGREE”] CHECKBOX ON THE ORDER FORM. IF YOU DO NOT ACCEPT THESE TERMS, YOU MAY NOT ACCESS OR USE THE CLOUD SERVICES. 

 
THIS AGREEMENT TAKES EFFECT WHEN YOU CLICK THE [“ACCEPT AND SIGN”] CHECKBOX ON THE ORDER FORM OR BY ACCESSING OR USING THE CLOUD SERVICES (the “Effective Date“). BY CLICKING ON THE [“ACCEPT AND SIGN”] CHECKBOX ON THE ORDER FORM OR BY ACCESSING OR USING THE CLOUD SERVICES YOU: (A) ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTAND THIS AGREEMENT; (B) REPRESENT AND WARRANT THAT YOU HAVE THE RIGHT, POWER, AND AUTHORITY TO ENTER INTO THIS AGREEMENT AND, IF ENTERING INTO THIS AGREEMENT ON BEHALF OF AN ORGANIZATION, YOU REPRESENT AND WARRANT THAT YOU HAVE THE LEGAL AUTHORITY TO BIND SUCH ORGANIZATION; AND (C) ACCEPT THE TERMS AND CONDITIONS OF THIS AGREEMENT AND AGREE THAT YOU ARE LEGALLY BOUND BY ITS TERMS AND CONDITIONS. 

1. Definitions 

1. “Aggregated Statistics” has the meaning set forth in Section 2(e). 

2. “Authorized User” means Customer (if an individual) and Customer’s (if an organization) employees, consultants, contractors, and agents: (i) who are authorized by Customer to access and use the Cloud and SaaS Services under the rights granted to Customer pursuant to this Agreement; and (ii) for whom access to the Cloud and SaaS Services has been purchased hereunder. 

3. “Cloud and SaaS Services” means the services provided by Provider to you in accordance with an applicable Order From and subject to the terms and conditions of this Agreement that are detailed on Provider’s website. 

4. “Customer Data” means information, data, and other content, in any form or medium that is submitted, posted, or otherwise transmitted by or on behalf of Customer or any other Authorized User through the Cloud and SaaS Services. 

5. “Documentation” means Provider’s user manuals, handbooks, and guides relating to the Software and Cloud and SaaS Services provided by Provider to Customer in electronic form, or made available on Provider’s website. 

6. “Provider IP” includes, in addition to the Cloud and SaaS Services, Software, Documentation, and all intellectual property provided to Customer or any other Authorized User in connection with the foregoing.  

7. “Third-Party Products” means any products, content, services, information, websites, or other materials that are owned by third-parties and are incorporated into or accessible through the Cloud and SaaS Services. 

2. Access and Use. 

1. Provision of Access. Subject to and conditioned upon your payment of Fees, in accordance with the terms of Section 5, and compliance with all other terms and conditions of this Agreement, Provider hereby grants you a subscription to access and use the Cloud and SaaS Services during the Term solely for your internal business operations by Authorized Users in accordance with the terms and conditions of this Agreement. Provider shall provide you the necessary passwords and access credentials to allow you to access the Cloud and SaaS Services. 

2. Documentation License. Subject to the terms and conditions contained in this Agreement, Provider hereby grants you a non-exclusive, non-sublicensable, non-transferable license for Authorized Users to use the Documentation during the Term solely for your internal business purposes in connection with use of the Cloud and SaaS Services. 

3. Downloadable Software. Your use of the Cloud and SaaS Services may require or include downloadable software. Provider grants you a revocable, non-transferable, non-exclusive, non-assignable, limited right for Authorized Users to use downloadable software we provide as part of the Cloud and SaaS Services (“Software”) for the applicable subscription term. Any Third-Party Products that consist of downloadable software are subject to the terms of Section 3(e). 

4. Use Restrictions. You shall not, and shall not permit any Authorized Users to, use the Cloud and SaaS Services, Software, or Documentation for any purposes beyond the scope of the access granted in this Agreement. You shall not, at any time, directly or indirectly, and shall not permit any Authorized Users to: (i) copy, modify, or create derivative works of the Cloud and SaaS Services, Software, or Documentation, in whole or in part; (ii) rent, lease, lend, sell, license, sublicense, assign, distribute, publish, transfer, or otherwise make available the Cloud and SaaS Services, Software, or Documentation except as expressly permitted under this Agreement; (iii) reverse engineer, disassemble, decompile, decode, adapt, or otherwise attempt to derive or gain access, in whole or in part, to the Cloud and SaaS Services, Software, or Documentation; (iv) remove any proprietary notices from the Cloud and SaaS Services, Software, or Documentation; or (v) use the Cloud and SaaS Services, Software, or Documentation in any manner or for any purpose that infringes, misappropriates, or otherwise violates any intellectual property right or other right of any person, or that violates any applicable laws, regulations, or rules. 

5. Aggregated Statistics. Notwithstanding anything to the contrary in this Agreement, Provider may monitor Customer’s use of the Cloud and SaaS Services and collect and compile data and information related to Customer’s use of the Cloud and SaaS Services to be used by Provider in an aggregated and anonymized manner, including, but not limited, to compile statistical and performance information related to the provision and operation of the Cloud and SaaS Services (“Aggregated Statistics“). As between Provider and you, all right, title, and interest in Aggregated Statistics, and all intellectual property rights therein, belong to and are retained solely by Provider. You acknowledge that Provider may compile Aggregated Statistics based on Customer Data input into the Cloud and SaaS Services. You agree that Provider may: (i) make Aggregated Statistics publicly available in compliance with applicable law; and (ii) use Aggregated Statistics to the extent and in the manner permitted under applicable law; provided that, for either use, such Aggregated Statistics do not identify Customer or Customer’s Confidential Information. 

6. Reservation of Rights. Provider reserves all rights not expressly granted to Customer in this Agreement. Except for the limited rights and licenses expressly granted under this Agreement, nothing in this Agreement grants, by implication, waiver, estoppel, or otherwise, to Customer or any third-party any intellectual property rights or other right, title, or interest in or to the Provider IP. 

7. Suspension. Notwithstanding anything to the contrary in this Agreement, Provider may temporarily suspend Customer’s and any Authorized User’s access to any portion or all of the Cloud and SaaS Services if: (i) Provider reasonably determines that: (A) there is a threat or attack on any of the Provider IP; (B) Customer’s or any other Authorized User’s use of the Provider IP disrupts or poses a security risk to the Provider IP or to any other customer or vendor of Provider; (C) Customer or any other Authorized User is using the Provider IP for fraudulent or illegal activities; (D) subject to applicable law, Customer has ceased to continue its business in the ordinary course, made an assignment for the benefit of creditors or similar disposition of its assets, or becomes the subject of any bankruptcy, reorganization, liquidation, dissolution, or similar proceeding; or (E) Provider’s provision of the Cloud and SaaS Services to Customer or any other Authorized User is prohibited by applicable law; (ii) any vendor of Provider has suspended or terminated Provider’s access to or use of any third-party services or products required to enable Customer to access the Cloud and SaaS Services; or (iii) in accordance with applicable law (any such suspension described in subclause (i), (ii), or (iii), a “Service Suspension“). Provider shall use commercially reasonable efforts to provide written notice of any Service Suspension to Customer and to provide updates regarding resumption of access to the Cloud and SaaS Services following any Service Suspension. Provider shall use commercially reasonable efforts to resume providing access to the Cloud and SaaS Services as soon as reasonably possible after the event giving rise to the Cloud and SaaS Services Suspension is cured. Provider will have no liability for any damage, liabilities, losses (including any loss of data or profits), or any other consequences that Customer or any other Authorized User may incur as a result of a Service Suspension. 

8. Monitoring; Auditing. Customer understands that the Software is programmed to track the number of deployed copies of the Software, authorized devices, logins and other usage related data, and Customer consents to such tracking and shall not engage in any activity designed to circumvent or obstruct, or which has the effect of circumventing or obstructing, the Software’s tracking capabilities. Customer grants Provider the right to monitor its and any of its Authorized Users’ usage and to, upon reasonable written notice, audit Customer’s books, records, and accounts, at Provider’s expense, during Customer’s normal business hours, to verify compliance with this Agreement, and Customer agrees to make available to Provider or its representatives any records pertaining to this Agreement. If any audit reveals that any additional amounts are owed to Provider in excess of the total Fees paid during the audited time period, then such owed amounts will be due immediately upon request; and, if the amounts owed to Provider are discovered to be in excess of five percent (5%) of the total Fees paid during the audited time period, then the cost of such audit shall be reimbursed by Customer, with such being due immediately upon request. Furthermore, in the event that Customer uses any Software other than as licensed under this Agreement (or under any other agreement executed by the parties), then, in addition to any other remedies available to Provider, Customer agrees to pay Provider the then-current Fees immediately upon request. 

3. Customer Responsibilities. 

1. Acceptable Use. The Cloud and SaaS Services may not be used for unlawful, fraudulent, offensive, or obscene activity, as further described and set forth in this Agreement. You will comply with all terms and conditions of this Agreement, all applicable laws, regulations, or rules. 

2. Account Use. You are responsible and liable for all uses of the Cloud and SaaS Services, Software, and Documentation resulting from access provided by you, directly or indirectly, whether such access or use is permitted by or in violation of this Agreement. Without limiting the generality of the foregoing, you are responsible for all acts and omissions of Authorized Users, and any act or omission by an Authorized User that would constitute a breach of this Agreement if taken by you. You shall use reasonable efforts to make all Authorized Users aware of the terms and conditions of this Agreement, as applicable to such Authorized User’s use of the Cloud and SaaS Services, and shall cause Authorized Users to comply with such terms and conditions.  

3. Customer Data. You hereby grant to Provider a non-exclusive, royalty-free, worldwide license to reproduce, distribute, and otherwise use and display the Customer Data and perform all acts with respect to the Customer Data as may be necessary for Provider to provide the Cloud and SaaS Services to Customer. You will ensure that Customer Data and any Authorized User’s use of Customer Data will not violate any policy or terms referenced in or incorporated into this Agreement, or any applicable laws, regulations, or rules. You are solely responsible for the development, content, operation, maintenance, and use of Customer Data. 

4. Passwords and Access Credentials. You are responsible for keeping your passwords and access credentials associated with the Cloud and SaaS Services confidential. You will not sell or transfer them to any other person or organization. You will promptly notify us about any unauthorized access to your passwords or access credentials. For the avoidance of doubt, all accounts are per credential and sharing of any kind or joint use by more than one individual is expressly prohibited. 

5. Testing. You may perform non-destructive third-party vulnerability and penetration testing, no more than once per calendar year. Testing can not include DOS, unauthorized system changes, etc., and in any event you must first reach out to [email protected], no less than thirty (30) days in advance, to provide disclosure of the dates and times of such testing, the IP address of such tester(s), and any other information requested by Provider.  

6. Third-Party Products. The Cloud and SaaS Services or Software may include access to Third-Party Products. For purposes of this Agreement, such Third-Party Products are subject to their own terms and conditions presented to you for acceptance within the Cloud and SaaS Services or Software by website link or otherwise. If you do not agree to abide by the applicable terms for any such Third-Party Products, then you should not install, access, or use such Third-Party Products. 

4. Service Levels and Support. 

1. Support. During the Term of this Agreement, and so long as the applicable Fees have been paid, Provider or any of its affiliates will use commercially reasonable efforts to provide the Customer with support and maintenance services, as set forth and accessible within the Cloud and SaaS Services or on Provider’s website, for the Cloud and SaaS Services and the Software to ensure they are operating and in working order. For the avoidance of doubt, Provider is not responsible for providing support to any customer of Provider’s direct Customer. 

2. Response Time. Provider will make commercially reasonable efforts to respond to support tickets as soon as possible within a maximum of 24 hours. For emergencies, phone support is available for faster response times. 

3. Third-Party Vendors. For the avoidance of doubt, Provider shall not be responsible to you for support under this Section 4 for challenges, interruptions, disputes, errors, or similar caused issues or interruptions, in full or in part, caused by its third-party vendors.

5. Fees and Credit Card Payment 

1. ACH and Credit Card Authorization. Customer is responsible for and shall pay Provider all amounts due under this Agreement, in US dollars, on or before the due date (“Fees“). Until all Fees have been paid in full, Customer agrees to keep, at all times, its payment information current, and authorizes Provider to charge such payment method, whether ACH, wire or credit card, as provided by Customer, to pay all Fees.  

2. Late Payments. If Customer fails to make any payment of Fees when due, without limiting Provider’s other rights and remedies: (i) Provider may charge interest on the past Fees due amount at the rate of eighteen percent (18%) per annum or the highest rate permitted under applicable law; (ii) Customer shall reimburse Provider for all costs incurred by Provider in collecting any late Fees or interest, including legal fees, court costs, and collection agency fees; and (iii) if such failure continues for sixty (60) days or more, Provider may suspend, in accordance with Section 2(g), Customer’s and any other Authorized Users’ access to any portion or all of the Cloud and SaaS Services and Software until such Fees are paid in full. 

3. Annual Price Increase. Annual subscriptions will automatically renew with a price increase equal to the latest Vertice SaaS Inflation Index report, unless otherwise terminated in accordance with Section 13(c). 

4. Mid-Term Cancellation. In the event you cancel your annual subscription during the Term, you are responsible to pay Provider a cancellation fee equal to the remaining subscription value immediately upon request. Customer may not cancel an annual subscription and convert to a monthly subscription. 

6. Taxes. All Fees and other amounts payable by Customer under this Agreement are exclusive of taxes and similar assessments. Customer is responsible for all harmonized sales tax (HST), provincial sales tax (PST), goods and services tax (GST), value added tax (VAT), use and excise taxes, and any other similar taxes, duties, and charges of any kind imposed by any federal, provincial, territorial, or local governmental organization on any amounts payable by Customer hereunder, other than any taxes imposed on Provider’s income. 

7. Confidential Information. From time to time during the Term, Provider and Customer may disclose or make available to the other party information about its business affairs, products, confidential intellectual property, trade secrets, third-party confidential information, and other sensitive or proprietary information, marked, designated, or otherwise identified as “confidential”, or reasonably understood to be confidential, at the time of disclosure (collectively, “Confidential Information“). Confidential Information does not include information that, at the time of disclosure is: (i) in the public domain; (ii) known to the receiving party, as can be evidenced by the written record; (iii) rightfully obtained by the receiving party on a non-confidential basis from a third–party; or (iv) independently developed by the receiving party, as can be evidenced by the written record. The receiving party shall not disclose the disclosing party’s Confidential Information to any person or organization, except to the receiving party’s employees, representatives, contractors, and agents who have a need to know the Confidential Information for the receiving party to exercise its rights or perform its obligations hereunder, and who are contractually required to protect the Confidential Information in a manner no less stringent than required under this Agreement. Notwithstanding the foregoing, the receiving party may disclose Confidential Information: (a) to comply with the order of a court or other governmental body, or as otherwise necessary to comply with applicable law, provided that the receiving party shall first have given written notice to the disclosing party to permit the disclosing party a reasonable effort to obtain a protective order, and in the event such protective order is not granted, then only disclose the minimum necessary information to comply with such court order; or (b) to establish the receiving party’s rights under this Agreement, including to make required court filings. Each party’s obligations of non-disclosure with regard to Confidential Information are effective as of the date such Confidential Information is first disclosed to the receiving party and will expire three (3) years thereafter; provided, however, with respect to any Confidential Information that constitutes a trade secret (as determined under applicable law), such obligations of non-disclosure will survive the termination or expiration of this Agreement for as long as such Confidential Information remains subject to trade secret protection under applicable law.  

8. Privacy Policy. Provider complies with its privacy policy available at: https://cyberqp.com/privacy-policy/ (“Privacy Policy”), in providing the Cloud and SaaS Services and Software. The Privacy Policy is subject to change at Provider’s discretion as described therein. By accessing, using, and providing information to or through the Cloud and SaaS Services, you acknowledge that you have reviewed and accepted our Privacy Policy, and you consent to all actions taken by us with respect to your information in compliance with the then-current version of the Privacy Policy. 

9. Intellectual Property Ownership and Feedback. As between you and us: (i) we own all right, title, and interest, including all intellectual property rights, in and to the Cloud and SaaS Services, Software, and Documentation; and (ii) you own all right, title, and interest, including all intellectual property rights, in and to your Customer Data. If you or any of your employees, contractors, or agents sends or transmits any communications or materials to us by mail, email, telephone, or otherwise, suggesting or recommending changes to the Cloud and SaaS Services, Software, or Documentation, including without limitation, new features or functionality relating thereto, or any comments, questions, suggestions, or the like (“Feedback“), all such Feedback is and will be treated as non-confidential. You hereby assign to us on your behalf, and shall cause your employees, representatives, contractors, and agents to assign all right, title, and interest in, and we are free to use, without any attribution or compensation to you or any third-party, any ideas, know-how, concepts, techniques, or other intellectual property rights contained in the Feedback, for any purpose whatsoever, although we are not required to use any Feedback. 

10. Limited Warranty and Warranty Disclaimer. 

1. Provider warrants that it provides the Cloud and SaaS Services, Software, and Documentation using a commercially reasonable level of care and skill. THE FOREGOING WARRANTY DOES NOT APPLY, AND PROVIDER STRICTLY DISCLAIMS ALL WARRANTIES, WITH RESPECT TO ANY THIRD-PARTY PRODUCTS. 

2. EXCEPT FOR THE LIMITED WARRANTY SET FORTH IN SECTION 10(a), THE CLOUD AND SAAS SERVICES, SOFTWARE, AND DOCUMENTATION ARE PROVIDED “AS IS” AND PROVIDER SPECIFICALLY DISCLAIMS ALL WARRANTIES AND CONDITIONS, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE. PROVIDER SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND ALL WARRANTIES ARISING FROM COURSE OF DEALING, USAGE, OR TRADE PRACTICE. PROVIDER MAKES NO WARRANTY OF ANY KIND THAT THE CLOUD SERVICES, OR ANY PRODUCTS OR RESULTS OF THE USE THEREOF, SOFTWARE, OR DOCUMENTATION, WILL MEET YOUR OR ANY OTHER PERSON’S OR ORGANIZATION’S REQUIREMENTS, OPERATE WITHOUT INTERRUPTION, ACHIEVE ANY INTENDED RESULT, BE COMPATIBLE OR WORK WITH ANY OF YOUR -OR ANY THIRD-PARTY’S SOFTWARE, SYSTEM, OR OTHER SERVICES, OR BE SECURE, ACCURATE, COMPLETE, FREE OF HARMFUL CODE, OR ERROR-FREE, OR THAT ANY ERRORS OR DEFECTS CAN OR WILL BE CORRECTED.  

11. Indemnification 

1. Provider Indemnification.  
   ( i )        Provider shall indemnify and defend Customer from and against any and all losses, damages, liabilities, deficiencies, claims, actions, judgments, settlements, interest, awards, penalties, fines, costs, or expenses of whatever kind, including reasonable legal fees (“Losses”), incurred by Customer resulting from any third-party claim, suit, action, or proceeding (“Third-Party Claim”) that the Cloud and SaaS Services, Software, or Documentation, or any use of the Cloud and SaaS Services, Software, or Documentation in accordance with this Agreement, infringes or misappropriates such third-party’s Canadian intellectual property rights, including Canadian patents, copyrights, or trade secrets, provided that Customer promptly notifies Provider in writing of the Third-Party Claim, cooperates with Provider, and allows Provider sole authority to control the defense and settlement of such Third-Party Claim. 
   ( ii )        If such a Third-Party Claim is made, or Provider or Customer reasonably anticipates such a Third-Party Claim will be made, Customer agrees to permit Provider, at Provider’s sole discretion, to: (A) modify or replace the Cloud and SaaS Services, Software, or Documentation, or component or part thereof, to make it non-infringing; or (B) obtain the right for Customer to continue its use. If Provider determines that neither alternative is reasonably available, Provider may terminate this Agreement in its entirety or with respect to the affected component or part, effective immediately upon written notice to Customer. This Section 11(a)(ii) sets forth your sole remedies and Provider’s sole liability and obligation for any actual, threatened, or alleged Third-Party Claims that the Cloud and SaaS Services, Software, or Documentation infringe, misappropriate, or otherwise violate any intellectual property rights of any third–party. 
   ( iii )        This Section 11(a) will not apply to the extent that any such Third-Party Claim arises from Customer Data or Third-Party Products. 

2. Customer Indemnification. Customer shall indemnify, hold harmless, and, at Provider’s option, defend Provider and its officers, directors, employees, agents, affiliates, successors, and assigns from and against any and all Losses arising from or relating to any Third-Party Claim; provided that Customer may not settle any Third-Party Claim against Provider unless Provider consents to such settlement, and further provided that Provider will have the right, at its option, to defend itself against any such Third-Party Claim or to participate in the defense thereof by counsel of its own choice. 

12. LIMITATIONS OF LIABILITY. IN NO EVENT WILL PROVIDER BE LIABLE UNDER OR IN CONNECTION WITH THIS AGREEMENT UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING (BUT NOT LIMITED TO) BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE, FOR ANY: (i) CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, AGGRAVATED, OR PUNITIVE DAMAGES; (ii) INCREASED COSTS, DIMINUTION IN VALUE OR LOST BUSINESS, PRODUCTION, REVENUES, OR PROFITS; (iii) LOSS OF GOODWILL OR REPUTATION; (iv) USE, INABILITY TO USE, LOSS, INTERRUPTION, DELAY, OR RECOVERY OF ANY DATA, OR BREACH OF DATA OR SYSTEM SECURITY; OR (v) COST OF REPLACEMENT GOODS OR SERVICES, IN EACH CASE REGARDLESS OF WHETHER PROVIDER WAS ADVISED OF THE POSSIBILITY OF SUCH LOSSES OR DAMAGES OR SUCH LOSSES OR DAMAGES WERE OTHERWISE FORESEEABLE. EXCEPT FOR PROVIDER’S INDEMNIFICATION OBLIGATIONS SET FORTH IN SECTION 11(a)(ii), IN NO EVENT WILL PROVIDER’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE EXCEED THE TOTAL AMOUNTS PAID TO PROVIDER UNDER THIS AGREEMENT IN THE TWELVE (12) MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO THE CLAIM OR $50,000 WHICHEVER IS LESS.   

13. Term and Termination for Monthly and Yearly Subscriptions. 

1. Term. The term of this Agreement begins on the date Provider notifies Customer it can access the Cloud and SaaS Services and continues until terminated in accordance with the terms of this Agreement. 

2. Monthly Cloud and SaaS Services Subscriptions. Monthly subscriptions shall automatically renew on a monthly basis and shall renew continuously unless either party gives the other party written notice of non-renewal at least thirty (30) days prior to the expiration of the then-current subscription period. 

3. Annual Cloud and SaaS Services Subscriptions. Annual subscriptions shall automatically renew for another year and shall renew continuously unless: (i) earlier terminated pursuant to this Agreement’s express provisions; or (ii) either party gives the other party written notice of non-renewal at least thirty (30) days prior to the expiration of the then-current subscription period. 

4. Termination. In addition to any other express termination right set forth in this Agreement: (i) Provider may terminate this Agreement, for any reason upon ninety (90) days’ advance notice;  
   (ii) either party may terminate this Agreement, effective upon written notice to the other party, if the other party breaches this Agreement, and such breach: (A) is incapable of cure; or (B) being capable of cure, remains uncured for ninety (90) days after the non-breaching party provides the breaching party with written notice of such breach; or (iii) notwithstanding Section 13(d)(i) or Section 13(d)(ii), either party may terminate this Agreement, effective immediately upon written notice to the other party, if the other party: (A) becomes insolvent or is generally unable to pay, or fails to pay, its debts as they become due; (B) files or has filed against it, a petition for voluntary or involuntary bankruptcy or otherwise becomes subject, voluntarily or involuntarily, to any proceeding under any domestic or foreign bankruptcy or insolvency law; (C) makes or seeks to make a general assignment for the benefit of its creditors; or (D) applies for or has appointed a receiver, trustee, custodian, or similar agent appointed by order of any court of competent jurisdiction to take charge of or sell any material portion of its property or business.  

5. Effect of Expiration or Termination. Upon expiration or earlier termination of this Agreement, Customer shall immediately discontinue use of the Provider IP. No termination of this Agreement 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.  

6. Survival. Any right, obligation, or required performance of the parties in this Agreement which, by its express terms or nature and context is intended to survive termination or expiration of this Agreement, will survive any such termination or expiration. 

14. Modifications. You acknowledge and agree that we have the right, in our sole discretion, to modify this Agreement at any time. You will be notified of modifications through notifications or posts on Provider’s website. You are solely responsible for reviewing and becoming familiar with any such modifications. Your continued use of the Cloud and SaaS Services, Software, or Documentation after the effective date of the modifications will be deemed acceptance of the modified terms. Provider will provide at least sixty (60) days’ advance notice of changes to any service level that Provider reasonably anticipates may result in a material reduction in quality or services. 

15. Governing Law. This Agreement and all related documents and all matters arising out of or relating to this Agreement, whether in contract, tort, or statute, are governed by, and construed in accordance with, the laws of Delaware and the federal laws of the United States of America applicable therein, without giving effect to any choice or conflict of law provision or rule (whether of Delaware or any other jurisdiction that would cause the application of the laws of any jurisdiction other than those of Delaware). 

16. Choice of Forum. Any legal suit, action, litigation, or proceeding of any kind whatsoever in any way arising out of, from or relating to this Agreement, including all statements of work, exhibits, schedules, attachments, and appendices attached to this Agreement, any services provided hereunder, and all contemplated transactions, shall be instituted in the courts of Wilmington, New Castle county, Delaware, and each party irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action, litigation, or proceeding. Service of process, summons, notice, or other document by mail to such party’s address set forth in an applicable Order Form shall be effective service of process for any suit, action, litigation, or proceeding brought in any such court. Each party agrees that a final judgment in any such suit, action, litigation, or proceeding is conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. The parties irrevocably and unconditionally waive any objection to the venue of any suit, action, litigation, or proceeding in such courts and irrevocably waive and agree not to plead or claim in any such court that any such suit, action, litigation, or proceeding brought in any such court has been brought in an inconvenient forum. 

17. Force Majeure. Each party’s obligations (other than Customer’s obligation to pay Fees when due) shall be suspended during any period that the party is rendered incapable of performing by virtue of any criminal acts of third-parties, war, viruses, including COVID-19, acts of public enemies, government action, severe weather conditions, utility failures, strikes or other labor disturbances, fires, floods, other natural disasters, other acts of God, unforeseeable acts of employees, telecommunication or interruption of internet service, or any causes of like or different kind beyond any reasonable control of the party. 

18. Miscellaneous. This Agreement constitutes the entire agreement and understanding between the parties hereto with respect to the subject matter hereof and supersedes all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, with respect to such subject matter. Any notices to us must be sent to our corporate headquarters address available at Provider’s website and must be delivered either in person, by certified or registered mail, return receipt requested and postage prepaid, or by recognized overnight courier service, and are deemed given upon receipt by us. Notwithstanding the foregoing, you hereby consent to receiving electronic communications from us. These electronic communications may include notices about applicable fees and charges, transactional information, and other information concerning or related to the Cloud and SaaS Services, Software, or Documentation. You agree that any notices, agreements, disclosures, or other communications that we send to you electronically will satisfy any legal communication requirements, including that such communications be in writing. The invalidity, illegality, or unenforceability of any provision herein does not affect any other provision herein or the validity, legality, or enforceability of such provision in any other jurisdiction. Any failure to act by us with respect to a breach of this Agreement by you or others does not constitute a waiver and will not limit our rights with respect to such breach or any subsequent breaches. This Agreement is personal to you and may not be assigned or transferred for any reason whatsoever without our prior written consent and any action or conduct in violation of the foregoing will be void and without effect. We expressly reserve the right to assign this Agreement and to delegate any of its obligations hereunder.