TERMS & CONDITIONS

FACETEC Inc (“FACETEC”) provides a Software as a Service platform (“Service”) more fully described on the website FACETEC.ca (“Site”). The Service is provided on a subscription basis as further described in this Agreement and on the Site under specific subscription plans offered by FACETEC from time to time.   The Services are provided through the Site.   This Agreement applies to anyone (“You”/”Subscriber”) who subscribes for or otherwise uses the Services.

THESE TERMS (WHICH TOGETHER WITH THE ORDER FORM ARE COLLECTIVELY REFERRED TO AS THE “AGREEMENT”) CONTAINS IMPORTANT LIMITATIONS ON REPRESENTATIONS, WARRANTIES, CONDITIONS, REMEDIES AND LIABILITIES THAT ARE APPLICABLE TO THE SERVICES SO YOU SHOULD READ IT CAREFULLY BEFORE USING THE SERVICES.  EITHER BY CLICKING A BOX INDICATING YOUR ACCEPTANCE, BY EXECUTING AN ORDER FORM THAT REFERENCES THIS AGREEMENT OR BY OTHEWISE SUBSCRIBING FOR THE SERVICES, YOU AGREE TO THE TERMS HEREOF. IF YOU ARE AN AGENT OR EMPLOYEE OF AN ENTITY YOU REPRESENT AND WARRANT THAT (I) THE INDIVIDUAL ACCEPTING THIS AGREEMENT IS AUTHORIZED TO ACCEPT THIS AGREEMENT ON SUCH ENTITY’S BEHALF AND TO BIND SUCH ENTITY, AND (II) SUCH ENTITY HAS FULL POWER, CORPORATE OR OTHERWISE, TO ENTER INTO THIS AGREEMENT AND PERFORM ITS OBLIGATIONS HEREUNDER.  IF YOU DO NOT ACCEPT THESE TERMS, THEN DO NOT USE THE SITE OR ANY OF ITS CONTENT OR SERVICES. 

This Agreement was last updated on 16 November 2023.

1. DEFINITIONS

“Affiliate” means any entity that directly or indirectly controls, is controlled by, or is under common control with the subject entity. “Control,” for purposes of this definition, means direct or indirect ownership or control of more than 50% of the voting interests of the subject entity.

“Agreement” means this Subscription Agreement and each applicable Order Form.

“Documentation” means the applicable Service’s documentation and its usage guides and policies, as updated from time to time, accessible via FACETEC.ca or login to the applicable Service.

“Malicious Code” means code, files, scripts, agents or programs intended to do harm, including, for example, viruses, worms, time bombs and Trojan horses.

“Order Form” means an ordering document or online order specifying the Services to be provided hereunder that is entered into between Subscriber and FACETEC or any of their Affiliates, including any addenda and supplements thereto. By entering into an Order Form hereunder, an Affiliate agrees to be bound by the terms of this Agreement as if it were an original party hereto.

“Patient” means a patient of Subscriber whose details are entered by Subscriber into the Service.

“Patient Information” means all information regarding a Subscriber’s Patient entered by Subscriber into the Service.

“Patient Health Information Laws” means all applicable privacy and health information laws governing the processing of health information by FACETEC, including without limitation Personal Health Information Protection Act, Personal Health Information Privacy and Access Act, and the Personal Health Information Act.

“Services” means the products and services that are ordered by Subscriber under an Order Form or online purchasing portal, including associated FACETEC offline or mobile components.

“Subscriber” means in the case of an individual accepting this Agreement on his or her own behalf, such individual, or in the case of an individual accepting this Agreement on behalf of a company or other legal entity, the company or other legal entity for which such individual is accepting this Agreement, and Affiliates of that company or entity (for so long as they remain Affiliates) which have entered into Order Forms.

“Subscriber Data” means electronic data and information submitted by or for Subscriber to the Services, including without limitation all Patient Information.

“Third Party Application” means a Web-based, mobile, offline or other software application functionality that interoperates with a Service, that is provided by Subscriber or a third party.

“User” means, in the case of an individual accepting these terms on his or her own behalf, such individual, or, in the case of an individual accepting this Agreement on behalf of a company or other legal entity, an individual who is authorized by Subscriber to use a Service, for whom Subscriber has purchased a subscription (or in the case of any Services provided by FACETEC without charge, for whom a Service has been provisioned), and to whom Subscriber (or, when applicable, FACETEC at Subscriber’s request) has supplied a user identification and password (for Services utilizing authentication). Users may include, for example, employees, consultants, contractors and agents of Subscriber, and third parties with which Subscriber transacts business.

2. FACETEC RESPONSIBILITIES

  • Provision of Services. FACETEC will (a) make the Services available to Subscriber pursuant to this Agreement and the applicable Order Forms, (b) provide applicable FACETEC standard support for the Services to Subscriber at no additional charge, and/or upgraded support if purchased and as specified in the applicable Order Form, (c) use commercially reasonable efforts to make the Services available 24 hours a day, 7 days a week, except for: (i) planned downtime (of which FACETEC shall give advance electronic notice), and (ii) any unavailability caused by circumstances beyond FACETEC’s reasonable control, including, for example, an act of God, act of government, flood, fire, earthquake, civil unrest, act of terror, strike or other labor problem (other than one involving FACETEC employees), Internet service provider failure or delay, Third Party Application, or denial of service attack, and (d) provide the Services in accordance with laws and government regulations applicable to FACETEC’s provision of its Services to its Subscribers generally (i.e., without regard for Subscriber’s particular use of the Services), and subject to Subscriber’s use of the Services in accordance with this Agreement, the Documentation and the applicable Order
  • Protection of Subscriber Data. FACETEC will maintain appropriate administrative, physical, and technical safeguards in accordance with good industry standards and the requirements of all applicable Patient Health Information Laws that are designed to protect the security, confidentiality and integrity of Subscriber Data. Those safeguards will include, but will not be limited to, measures designed to prevent unauthorized access to or disclosure of Subscriber Data (other than by Subscriber or Users). Upon request by Subscriber made within 30 days after the effective date of termination or expiration of this Agreement, FACETEC will make Subscriber Data available to Subscriber for export or download as provided in the Documentation. After such 30-day period, FACETEC will have no obligation to maintain or provide any Subscriber Data, and as provided in the Documentation will thereafter delete or destroy all copies of Subscriber Data in its systems or otherwise in its possession or control, unless legally

3. USE OF SERVICES

  • Unless otherwise provided in the applicable Order Form or Documentation, (a) Services are purchased as subscriptions for the term stated in the applicable Order Form or in the applicable online purchasing portal, (b) subscriptions for Services may be added during a subscription term at the same pricing as the underlying subscription pricing, prorated for the portion of that subscription term remaining at the time the subscriptions are added, and (c) any added subscriptions will terminate on the same date as the underlying subscriptions. Subscriber agrees that its purchases are not contingent on the delivery of any future functionality or features, or dependent on any oral or written public comments made by FACETEC regarding future functionality or features.
  • Subscriber Responsibilities. Subscriber will (a) be responsible for Users’ compliance with this Agreement, Documentation and Order Forms, (b) be responsible for the accuracy, quality and legality of Subscriber Data, the means by which Subscriber acquired Subscriber Data, Subscriber’s use of Subscriber Data with the Services, and the interoperation of any Third Party Applications with which Subscriber uses Services, (c) use commercially reasonable efforts to prevent unauthorized access to or use of Services, and notify FACETEC promptly of any such unauthorized access or use, (d) use Services only in accordance with this Agreement, Documentation, Order Forms and applicable laws and government regulations, and (e) comply with terms of service of any Third Party Applications with which Subscriber uses Services. Any use of the Services in breach of the foregoing by Subscriber or Users that in FACETEC’s judgment threatens the security, integrity or availability of FACETEC’s services, may result in FACETEC’s immediate suspension of the Services, however FACETEC will use commercially reasonable efforts under the circumstances to provide Subscriber with notice and an opportunity to remedy such violation or threat prior to any such
  • Patient Information. Without limiting Subscriber’s responsibilities set out elsewhere in this Agreement, Subscriber shall be solely responsible for obtaining all consents and acknowledgements required from Patients and complying with the requirements of all applicable laws (including without limitation all Patient Health Information Laws) and requirements of applicable governing bodies in order to: (i) process the Patient Information through the Service; (ii) to the extent applicable, use Patient Information within the Subscriber’s practices, including without limitation making certain parts of the Patient Information available to other Patient’s for the purpose of demonstrating potential outcomes of procedures; and (iii) to the extent applicable, make Patient Information publicly available (whether for the purpose of promoting the Subscriber or its services, teaching or mentoring purposes or otherwise) where Subscriber uses such Patient Information for such purposes through the Service. FACETEC may make certain  consent and acknowledgement form templates available through the Service for Subscriber’s use, but it is it is expressly acknowledges that it is Subscriber’s sole responsibility to ensure that (i) such forms accurately reflect Subscriber’s intended usage of Patient Information; (ii) such forms are sufficient for the purpose of complying with Subscriber’s obligations under all applicable laws and requirements of applicable governing bodies in how it uses or proposes to use the applicable Patient Information, including without limitation all applicable Patient Health Information Laws. FACETEC makes no representation or warranty regarding the suitability, accuracy or compliance with applicable laws or regulations or the requirements of applicable governing bodies of such template forms, and disclaims all responsibility in respect of any use of or reliance on such forms.
  • Usage Restrictions. Subscriber will not (a) make any Service available to anyone other than Subscriber or its Users, or use any Service for the benefit of anyone other than Subscriber or its Affiliates, unless expressly stated otherwise in an Order Form or the Documentation, (b) sell, resell, license, sublicense, distribute, make available, rent or lease any Service, or include any Service in a service bureau or outsourcing offering, (c) use a Service or Third Party Application to store or transmit infringing, libelous, or otherwise unlawful or tortious material, or to store or transmit material in violation of third-party privacy rights, (d) use a Service or Third Party Application to store or transmit Malicious Code, (e) interfere with or disrupt the integrity or performance of any Service or third-party data contained therein, (f) attempt to gain unauthorized access to any Service or its related systems or networks, (g) permit direct or indirect access to or use of any Services in a way that circumvents a contractual usage limit, or use any Services to access or use any of FACETEC intellectual property except as permitted under this Agreement, an Order Form, or the Documentation, (h) modify, copy, or create derivative works based on a Service or any part, feature, function or user interface thereof, (i) frame or mirror any part of any Service, other than framing on Subscriber’s own intranets or otherwise for its own internal business purposes or as permitted in the Documentation,(k) except to the extent permitted by applicable law, disassemble, reverse engineer, or decompile a Service or access it to (1) build a competitive product or service, (2) build a product or service using similar ideas, features, functions or graphics of the Service, (3) copy any ideas, features, functions or graphics of the Service, or (4) determine whether the Services are within the scope of any patent.

 

4. THIRD PARTY PRODUCTS AND SERVICES

  • Third Party Products and Services. The Service may integrate with third-party products or services. Any exchange of data between the Service and any Third Party provider, product or service must be authorised by Subscriber. Any use of such data by such Third Party Application is solely between Subscriber and the applicable Third Party provider. FACETEC does not warrant or support Third Party Applications or other Third Party products or services. FACETEC is not responsible for any disclosure, modification or deletion of Subscriber Data resulting from access by such Third Party Application or its
  • Integration with Third Party Applications. The Services may contain features designed to interoperate with Third Party Applications. FACETEC cannot guarantee the continued availability of such Service features, and may cease providing them without entitling Subscriber to any refund, credit, or other compensation, if for example and without limitation, the provider of a Third Party Application ceases to make the Third Party Application available for interoperation with the corresponding Service features in a manner acceptable to

5. FEES AND PAYMENT

  • Fees. Subscriber will pay all fees specified in Order Forms. Except as otherwise specified herein or in an Order Form, (i) fees are based on Services subscriptions purchased and not actual usage, (ii) payment obligations are non- cancelable and fees paid are non-refundable, and (iii) quantities purchased cannot be decreased during the relevant subscription term. Unless otherwise stated, all payments shall be made to FACETEC within thirty (30) calendar days after receipt of the invoice. FACETEC reserves the right to increase fees on an annual basis. Fees are payable in advance and may be charged automatically to your designated payment method when due, which may be monthly, annually or as otherwise provided in the applicable Order Form.
  • Overdue Charges. FACETEC reserves the right to suspend provision of the Service in the event of late payment. If any invoiced amount is not received by FACETEC by the due date, then without limiting FACETEC’s rights or remedies, (a) those charges may accrue late interest at the rate of 1.5% of the outstanding balance per month, or the maximum rate permitted by law, whichever is lower, and/or (b) FACETEC may condition future subscription renewals and Order Forms on payment terms shorter than those specified in the “Invoicing and Payment” section
  • Payment Disputes. FACETEC will not exercise its rights under the “Overdue Charges” or “Suspension of Service and Acceleration” section above if Subscriber is disputing the applicable charges reasonably and in good faith and is cooperating diligently to resolve the
  • Taxes. FACETEC’s fees do not include any taxes, levies, duties or similar governmental assessments of any nature, including, for example, value-added, sales, use or withholding taxes, assessable by any jurisdiction whatsoever (collectively, “Taxes”). Subscriber is responsible for paying all Taxes associated with its purchases hereunder. If FACETEC has the legal obligation to pay or collect Taxes for which Subscriber is responsible under this section, FACETEC will invoice Subscriber and Subscriber will pay that amount unless Subscriber provides FACETEC with a valid tax exemption certificate authorized by the appropriate taxing authority. For clarity, FACETEC is solely responsible for taxes assessable against it based on its income, property and

6. PROPRIETARY RIGHTS AND LICENSES

  • Reservation of Rights. Subject to the limited rights expressly granted hereunder, FACETEC, its Affiliates, and its licensors reserve all of their right, title and interest in and to the Services, including all of their related intellectual property rights. No rights are granted to Subscriber hereunder other than as expressly set forth
  • License by Subscriber to FACETEC. Subscriber grants FACETEC, its Affiliates and applicable contractors a worldwide, limited-term license to host, copy, use, transmit, and display any Subscriber Data, as appropriate for FACETEC to provide and ensure proper operation of the Services and associated systems in accordance with this Agreement. If Subscriber chooses to use a Third Party Application with a Service, Subscriber grants FACETEC permission to allow the Third Party Application and its provider to access Subscriber Data and information about Subscriber’s usage of the Third Party Application as appropriate for the interoperation of that Third Party Application with the Service. FACETEC will have the right to create analytics, compile and freely use any data derived from Subscriber Data and/or data derived through use of the Service (“Derived Data”).  For the avoidance of doubt,   Derived Data does not include any raw Subscriber Data, Patient Information or Confidential Information of Subscriber, will not be used to identify Subscriber, and will be anonymized data which does not contain personal information.  All right, title and interest in and to Derived Data will be owned by FACETEC. Subject to the limited licenses granted herein, FACETEC acquires no right, title or interest from Subscriber or its licensors under this Agreement in or to any Subscriber Data  or Third Party Application.
  • License by Subscriber to Use Feedback. Subscriber grants to FACETEC and its Affiliates a worldwide, perpetual, irrevocable, royalty-free license to use and incorporate into its services any suggestion, enhancement request, recommendation, correction or other feedback provided by Subscriber or Users relating to the operation of FACETEC’s or its Affiliates’

7. CONFIDENTIALITY

  • Definition of Confidential Information. “Confidential Information” means all information disclosed by a party (“Disclosing Party”) to the other party (“Receiving Party”), whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Confidential Information of Subscriber includes Subscriber Data; Confidential Information of FACETEC includes the Services, and the terms and conditions of this Agreement and all Order Forms (including pricing). Confidential Information of each party includes business and marketing plans, technology and technical information, product plans and designs, and business processes disclosed by such party. However, Confidential Information does not include any information that (i) is or becomes generally known to the public without breach of any obligation owed to the Disclosing Party, (ii) was known to the Receiving Party prior to its disclosure by the Disclosing Party without breach of any obligation owed to the Disclosing Party, (iii) is received from a third party without breach of any obligation owed to the Disclosing Party, or (iv) was independently developed by the Receiving Party. For the avoidance of doubt, the non-disclosure obligations set forth in this “Confidentiality” section apply to Confidential Information exchanged between the parties in connection with the evaluation of additional FACETEC services.
  • Protection of Confidential Information. As between the parties, each party retains all ownership rights in and to its Confidential Information. The Receiving Party will use the same degree of care that it uses to protect the confidentiality of its own confidential information of like kind (but not less than reasonable care) to (i) not use any Confidential Information of the Disclosing Party for any purpose outside the scope of this Agreement and (ii) except as otherwise authorized by the Disclosing Party in writing, limit access to Confidential Information of the Disclosing Party to those of its and its Affiliates’ employees and contractors who need that access for purposes consistent with this Agreement and who have signed confidentiality agreements with the Receiving Party containing protections not materially less protective of the Confidential Information than those herein. Neither party will disclose the terms of this Agreement or any Order Form to any third party other than its Affiliates, legal counsel and accountants without the other party’s prior written consent, provided that a party that makes any such disclosure to its Affiliate, legal counsel or accountants will remain responsible for such Affiliate’s, legal counsel’s or accountant’s compliance with this “Confidentiality” section. Notwithstanding the foregoing, FACETEC may disclose the terms of this Agreement and any applicable Order Form to a subcontractor or Third Party Application Provider to the extent necessary to perform FACETEC’s obligations under this Agreement, under terms of confidentiality materially as protective as set forth
  • Compelled Disclosure. The Receiving Party may disclose Confidential Information of the Disclosing Party to the extent compelled by law to do so, provided the Receiving Party gives the Disclosing Party prior notice of the compelled disclosure (to the extent legally permitted) and reasonable assistance, at the Disclosing Party’s cost, if the Disclosing Party wishes to contest the disclosure. If the Receiving Party is compelled by law to disclose the Disclosing Party’s Confidential Information as part of a civil proceeding to which the Disclosing Party is a party, and the Disclosing Party is not contesting the disclosure, the Disclosing Party will reimburse the Receiving Party for its reasonable cost of compiling and providing secure access to that Confidential Information.

8. REPRESENTATIONS, WARRANTIES, EXCLUSIVE REMEDIES AND DISCLAIMERS

  • Each party represents that it has validly entered into this Agreement and has the legal power to do so.
  • FACETEC Warranties. FACETEC warrants that during an applicable subscription term (a) FACETEC will not materially decrease the overall security of the Services, (b) the Services will perform materially in accordance with the applicable Documentation, and (c) subject to the “Integration with Third Party Applications” section above, FACETEC will not materially decrease the overall functionality of the Services. For any breach of a warranty above, Subscriber’s exclusive remedies are those described in the “Termination” and “Refund or Payment upon Termination” sections
  • EXCEPT AS EXPRESSLY PROVIDED HEREIN, NEITHER PARTY MAKES ANY WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, AND EACH PARTY SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW.

9. MUTUAL INDEMNIFICATION

  • Indemnification by FACETEC. FACETEC will defend Subscriber against any claim, demand, suit or proceeding made or brought against Subscriber by a third party alleging that any Service infringes or misappropriates such third party’s intellectual property rights (a “Claim Against Subscriber”), and will indemnify Subscriber from any damages, attorney fees and costs finally awarded against Subscriber as a result of, or for amounts paid by Subscriber under a settlement approved by FACETEC in writing of, a Claim Against Subscriber, provided Subscriber (a) promptly gives FACETEC written notice of the Claim Against Subscriber, (b) gives FACETEC sole control of the defense and settlement of the Claim Against Subscriber (except that FACETEC may not settle any Claim Against Subscriber unless it unconditionally releases Subscriber of all liability), and (c) gives FACETEC all reasonable assistance, at FACETEC’s expense. If FACETEC receives information about an infringement or misappropriation claim related to a Service, FACETEC may in its discretion and at no cost to Subscriber (i) modify the Services so that they are no longer claimed to infringe or misappropriate, without breaching FACETEC’s warranties under “FACETEC Warranties” above, (ii) obtain a license for Subscriber’s continued use of that Service in accordance with this Agreement, or (iii) terminate Subscriber’s subscriptions for that Service upon 30 days’ written notice and refund Subscriber any prepaid fees covering the remainder of the term of the terminated subscriptions. The above defense and indemnification obligations do not apply if (1) the allegation does not state with specificity that the Services are the basis of the Claim Against Subscriber; (2) a Claim Against Subscriber arises from the use or combination of the Services or any part thereof with software, hardware, data, or processes not provided by FACETEC, if the Services or use thereof would not infringe without such combination; (3) a Claim Against Subscriber arises from Services under an Order Form for which there is no charge; or (4) a Claim against Subscriber arises from a Third Party Application or Subscriber’s breach of this Agreement, the Documentation or applicable Order
  • Indemnification by Subscriber. Subscriber will defend FACETEC and its Affiliates against any claim, demand, suit or proceeding made or brought against FACETEC by a third party alleging that any Subscriber Data or Subscriber’s use of Subscriber Data with the Services, infringes or misappropriates such third party’s intellectual property or personal information rights, or arising from Subscriber’s use of the Services in an unlawful manner or in violation of the Agreement, the Documentation, or Order Form (each a “Claim Against FACETEC”), and will indemnify FACETEC from any damages, attorney fees and costs finally awarded against FACETEC as a result of, or for any amounts paid by FACETEC under a settlement approved by Subscriber in writing of, a Claim Against FACETEC, provided FACETEC (a) promptly gives Subscriber written notice of the Claim Against FACETEC, (b) gives Subscriber sole control of the defense and settlement of the Claim Against FACETEC (except that Subscriber may not settle any Claim Against FACETEC unless it unconditionally releases FACETEC of all liability), and (c) gives Subscriber all reasonable assistance, at Subscriber’s expense. The above defense and indemnification obligations do not apply if a Claim Against FACETEC arises from FACETEC’s breach of this Agreement, the Documentation or applicable Order
  • Exclusive Remedy. This “Mutual Indemnification” section states the indemnifying party’s sole liability to, and the indemnified party’s exclusive remedy against, the other party for any third party claim described in this

10. LIMITATION OF LIABILITY

  • Limitation of Liability. EXCEPT FOR ANY BREACH BY A PARTY OF ITS CONFIDENTIALITY OBLIGATIONS OR ANY INFRINGEMENT OR MISAPPROPRIATION BY ONE PARTY OF THE OTHER PARTY’S INTELLECTUAL PROPERTY RIGHTS (INCLUDING THOSE OF ITS LICENSORS AND/OR SUPPLIERS), IN NO EVENT SHALL THE AGGREGATE LIABILITY OF EACH PARTY TOGETHER WITH ALL OF ITS AFFILIATES ARISING OUT OF OR RELATED TO THIS AGREEMENT EXCEED THE TOTAL AMOUNT PAID BY SUBSCRIBER AND ITS AFFILIATES HEREUNDER FOR THE SERVICES GIVING RISE TO THE LIABILITY IN THE TWELVE MONTHS PRECEDING THE FIRST INCIDENT OUT OF WHICH THE LIABILITY AROSE. THE FOREGOING LIMITATION WILL APPLY WHETHER AN ACTION IS IN CONTRACT OR TORT AND REGARDLESS OF THE THEORY OF LIABILITY, BUT WILL NOT LIMIT SUBSCRIBER’S AND ITS AFFILIATES’ PAYMENT OBLIGATIONS UNDER THE “FEES AND PAYMENT” SECTION ABOVE.
  • Exclusion of Consequential and Related Damages. EXCEPT FOR ANY BREACH BY A PARTY OF ITS CONFIDENTIALITY OBLIGATIONS OR ANY INFRINGEMENT OR MISAPPROPRIATION BY ONE PARTY OF THE OTHER PARTY’S INTELLECTUAL PROPERTY RIGHTS (INCLUDING THOSE OF ITS LICENSORS AND/OR SUPPLIERS), IN NO EVENT WILL EITHER PARTY OR ITS AFFILIATES HAVE ANY LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT FOR ANY LOST PROFITS, REVENUES, GOODWILL, OR INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, COVER, BUSINESS INTERRUPTION OR PUNITIVE DAMAGES, WHETHER AN ACTION IS IN CONTRACT OR TORT AND REGARDLESS OF THE THEORY OF LIABILITY, EVEN IF A PARTY OR ITS AFFILIATES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR IF A PARTY’S OR ITS AFFILIATES’ REMEDY OTHERWISE FAILS OF ITS ESSENTIAL PURPOSE. THE FOREGOING DISCLAIMER WILL NOT APPLY TO THE EXTENT PROHIBITED BY

11. TERM AND TERMINATION

  • Term of Agreement. This Agreement commences on the date Subscriber first accepts it and continues until all subscriptions hereunder have expired or have been
  • Term of Purchased Subscriptions. The term of each subscription shall be as specified in the applicable Order Form. Except as otherwise specified in an Order Form, subscriptions will automatically renew for additional periods equal to the expiring subscription term or one year (whichever is shorter), unless either party gives the other written notice (email acceptable) at least 30 days before the end of the relevant subscription term. Except as expressly provided in the applicable Order Form, renewal  of promotional or one-time priced subscriptions will be at FACETEC’s applicable list price in effect at the time of the applicable renewal. Notwithstanding anything to the contrary, any renewal in which subscription volume or subscription length for any Services has decreased from the prior term will result in re-pricing at renewal without regard to the prior term’s per-unit pricing.
  • A party may terminate this Agreement for cause (i) upon 30 days written notice to the other party of a material breach if such breach remains uncured at the expiration of such period, or (ii) if the other party becomes the subject of a petition in bankruptcy or any other proceeding relating to insolvency, receivership, liquidation or assignment for the benefit of creditors.
  • Refund or Payment upon Termination. If this Agreement is terminated by Subscriber in accordance with the “Termination” section above, FACETEC will refund Subscriber any prepaid fees covering the remainder of the term of all Order Forms after the effective date of termination. If this Agreement is terminated by FACETEC in accordance with the “Termination” section above, Subscriber will pay any unpaid fees covering the remainder of the term of all Order Forms to the extent permitted by applicable law. In no event will termination relieve Subscriber of its obligation to pay any fees payable to FACETEC for the period prior to the effective date of
  • Surviving Provisions. The sections titled “Fees and Payment,” “Proprietary Rights and Licenses,” “Confidentiality,” “Disclaimers,” “Mutual Indemnification,” “Limitation of Liability,” “Refund or Payment upon Termination,” “Surviving Provisions” and “General Provisions” will survive any termination or expiration of this Agreement, and the section titled “Protection of Subscriber Data” will survive any termination or expiration of this Agreement for so long as FACETEC retains possession of Subscriber

12. GENERAL PROVISIONS

  • Anti-Corruption. Neither party has received or been offered any illegal or improper bribe, kickback, payment, gift, or thing of value from an employee or agent of the other party in connection with this Agreement. Reasonable gifts and entertainment provided in the ordinary course of business do not violate the above
  • Entire Agreement and Order of Precedence. This Agreement is the entire agreement between FACETEC and Subscriber regarding Subscriber’s use of Services and Content and supersedes all prior and contemporaneous agreements, proposals or representations, written or oral, concerning its subject matter. The parties agree that any term or condition stated in a Subscriber purchase order or in any other Subscriber order documentation (excluding Order Forms) is void. In the event of any conflict or inconsistency among the following documents, the order of precedence shall be: (1) the applicable Order Form, (2) this Agreement, and (3) the Documentation. Titles and headings of sections of this Agreement are for convenience only and shall not affect the construction of any provision of this
  • Relationship of the Parties. The parties are independent contractors. This Agreement does not create a partnership, franchise, joint venture, agency, fiduciary or employment relationship between the parties. Each party will be solely responsible for payment of all compensation owed to its employees, as well as all employment-related
  • Third-Party Beneficiaries. There are no third-party beneficiaries under this
  • Waiver. No failure or delay by either party in exercising any right under this Agreement will constitute a waiver of that
  • If any provision of this Agreement is held by a court of competent jurisdiction to be contrary to law, the provision will be deemed null and void, and the remaining provisions of this Agreement will remain in effect.
  • Assignment. Neither party may assign any of its rights or obligations hereunder, whether by operation of law or otherwise, without the other party’s prior written consent (not to be unreasonably withheld); provided, however, either party may assign this Agreement in its entirety (including all Order Forms), without the other party’s consent to its Affiliate or in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets. Notwithstanding the foregoing, if a party is acquired by, sells substantially all of its assets to, or undergoes a change of control in favor of, a direct competitor of the other party, then such other party may terminate this Agreement upon written notice. In the event of such a termination, FACETEC will refund Subscriber any prepaid fees covering the remainder of the term of all subscriptions for the period after the effective date of such termination. Subject to the foregoing, this Agreement will bind and inure to the benefit of the parties, their respective successors and permitted
  • Governing Law, and Venue. This Agreement shall be governed by the laws of the Province of Brtish Columbia, Canada, without regard to its conflict of law principles. No choice of laws rules of any jurisdiction shall apply to this Agreement.  The provincial and federal courts located in Vancouver, British Columbia, Canada, shall have exclusive jurisdiction to adjudicate any dispute arising out of or relating to this Agreement and each party hereby consents to the exclusive jurisdiction of such courts, provided that the foregoing shall not prevent either party from seeking interim injunctive relief before any court of competent jurisdiction.  Each party also hereby waives any right to jury trial in connection with any action or litigation in any way arising out of or related to this Agreement.
  • Manner of Giving Notice. Except as otherwise specified in this Agreement, all notices related to this Agreement will be in writing and will be effective upon (a) personal delivery, (b) the second business day after mailing, or (c), except for notices of termination or an indemnifiable claim (“Legal Notices”), which shall clearly be identifiable as Legal Notices, the day of sending by email. Billing-related notices to Subscriber will be addressed to the relevant billing contact designated by Subscriber. All other notices to Subscriber will be addressed to the relevant Services system administrator designated by Subscriber.