This License Agreement is entered between the LICENSOR and the LICENSEE and establishes the terms and conditions which the parties have agreed for the use and licensing of LICENSOR’S Platform and LICENSEE’s Subscription to LICENSOR’s products and services. BY SIGNING A PURCHASE ORDER WITH LICENSOR OR BY USING THE PLATFORM, WHICHEVER OCCURS EARLIER, YOU CONSENT TO BE BOUND BY THE TERMS AND CONDITIONS OF THIS AGREEMENT AND AGREE THAT THIS AGREEMENT IS ENFORCEABLE LIKE ANY WRITTEN NEGOTIATED AGREEMENT SIGNED BY YOU.
1. Definitions
Agreement: has the meaning given to such term in the Preamble of this Agreement. Confidential Information: has the meaning given to such term in Section 10 of this Agreement.
Devices: means iPad tablets or other electronic devices for which the Platform was designed and where the Platform will be installed, accessed and used by LICENSEE and/or the Users.
Documentation: means the end user instruction manual and documentation developed by LICENSOR from time to time for the use of the Platform.
Interactive Content: means projects, content and media assets (including artwork, logos, designs, images, music, sounds, videos, web pages, texts or data) created or combined with the Platform’s Editor Module and displayed through the Platform’s Player module.
License: has the meaning given to such term in Section 4 of this Agreement.
LICENSEE: means the physical person (acting on his own behalf) or Organization (including such Organization’s affiliates, departments or divisions) signing a Purchase Order or purchasing a Subscription with LICENSOR.
LICENSOR: means Beehivr Technology, a corporation incorporated according to the laws of Canada.
Organization: means, without limitation, any partnership, limited liability company, corporation, association, trust, joint venture, labor organization, unincorporated organization, or governmental authority.
Platform: means the application platform and its software development kit (SDK) developed by LICENSOR and licensed to LICENSEE in accordance with the provisions of this Agreement and allowing for the creation, implementation, management and display of Interactive Content, composed of a Web Dashboard module, an Editor module and a Player module, and which includes the Beehivr application (or any derived white label application) available on the iPad App Store (required to access the Editor and Player modules) and related Documentation and Updates, as the case may be.
Purchase Order: means the documentation exchanged and executed by the parties in connection with the purchase of a Subscription and the use of the Platform by LICENSEE.
Subscription: means the products and/or services purchased or subscribed by LICENSEE or licensed by LICENSOR to LICENSEE as detailed on the Purchase Order.
Subscription Period: means the period of Subscription as specified on the Purchase Order, as such period may be extended or renewed in accordance with this Agreement.
Users: means those individuals authorized or designated by the LICENSEE to use the Platform or the Interactive Content as an editor, administrator or content user, as the case may be, including without limitation LICENSEE’s employees, directors, officers, representatives, consultants, agents and customers.
Update: means all upgrades, patches, revisions, modifications, enhancements, fixes, copies or additions to the Platform.
2. Subscription
The Platform and the Interactive Content shall be used by LICENSEE on a subscription basis for the fees, number of Devices, Subscription Period and other Subscription conditions as specified on the Purchase Order. Each Subscription may include Updates, cloud-based services, turnkey services, support services, additional or tailored functionalities and applications, each of which is subject to the terms of this Agreement as applicable. Should LICENSEE wish to change or upgrade its Subscription in the course of its Subscription Period, a prorated amount shall be charged based on the remaining period of its Subscription. LICENSOR may add to, change or discontinue any component of the Platform or the Subscription at any time; provided, however, that no such change shall materially increase LICENSEE’s obligations or materially decrease LICENSEE’s entitlements under this Agreement.
3. Fees and Payment
LICENSEE shall pay LICENSOR the fees specified on the Purchase Order in accordance with the timing, currency and method of payment specified therein. Any amounts past due shall accrue interest at an annual rate of 18% or the maximum rate allowed by the law, whichever is lower, and LICENSOR shall be entitled to suspend the whole or part of the Subscription or the performance of the services if LICENSEE fails to pay any such past due amounts. Other than as expressly provided herein, no refund shall be granted by LICENSOR to LICENSEE. LICENSOR reserves its right to modify advertised fees and any associated charges without advance notice. Fees are net of any applicable federal, state and/or provincial taxes, unless specifically quoted or referenced in writing. Failure of LICENSOR to invoice an applicable tax shall not relieve LICENSEE’s liability to pay same to LICENSOR.
4. Grant of License
Subject to the terms and conditions set forth in this Agreement, LICENSOR hereby grants to LICENSEE a limited, nonexclusive, non-sublicensable, non-transferable and revocable license (the “ License”), only for LICENSEE’S own business activities or operations: (i) to use the Platform (excluding the Software Development Kit (SDK), unless otherwise expressly specified in the Purchase Order) for the purpose of playing or displaying Interactive Content, subject to all of the terms of this Agreement and only for the number of authorized Devices that was specified on the Purchase Order; (ii) to install and implement the Platform (excluding the Software Development Kit (SDK), unless otherwise expressly specified in the Purchase Order) on LICENSEE’s Device(s) in accordance with the specifications and limits indicated on the Purchase Order, and (iii) to use the Interactive Content created, developed or provided by LICENSOR in accordance with the terms and for the purposes provided herein. LICENSEE shall be responsible for ensuring that the Users using the Platform, the Interactive Content or the Devices comply at all times with the provisions of this Agreement and LICENSEE shall be responsible towards LICENSOR for all actions committed by Users in violation of this Agreement.
5. License Restrictions
The rights granted in Section 4 are subject to the following restrictions. LICENSEE shall not, and will not permit its Users or other third parties to: (i) reverse engineer, disassemble, compile or decompile the Platform, or otherwise attempt to derive, reconstruct or discover any source code, underlying ideas, algorithms, file formats, programming of interfaces of the Platform, by any means whatsoever; (ii) use unauthorized modified versions of the Platform or use the Platform to develop commercially competitive or similar products; (iii) engage in any conduct that disrupts or impedes a third party’s use and enjoyment of the Platform; (iv) except as specifically provided herein, disclose, distribute, rent, lease, sublicense, assign, sell, transfer or otherwise make available the Platform to any third party; (v) use the Platform for commercial time-sharing, outsourcing, application service provider or service bureau use, unless previously agreed to in writing by LICENSOR or except as specifically provided herein; (vi) modify, translate, incorporate into or with other software or create derivative works of the Platform, except as expressly authorized by LICENSOR; (vii) remove any product identification, copyright, trademark or other LICENSOR notices from the Platform, except as expressly authorized by LICENSOR; (viii) use the output or other information generated by the Platform for any purpose other than as contemplated by this Agreement or for purposes prohibited by applicable laws; (ix) use the Platform for any purpose other than the purposes disclosed to LICENSOR; or (x) use the Platform in any way that is contrary to or in violation of applicable local, state/provincial, federal and foreign laws, including without limitation those relating to privacy, electronic communications and anti-spam legislation.
If the Platform is installed or used by LICENSEE for a trial period, the Platform shall be used only for evaluation purposes and only during the trial period specified on the Purchase Order. Any use of the Platform for other purposes or beyond the applicable trial period is strictly prohibited.
6. Subscription Period and Renewal
The Subscription and this Agreement shall be valid for the Subscription Period, unless suspended or terminated by LICENSOR in accordance with the provisions herein. Upon expiration of the applicable Subscription Period and unless otherwise stated in the Purchase Order, the Subscription and this Agreement shall automatically renew for the same period unless LICENSEE delivers to LICENSOR a written non-renewal notice at least thirty (30) days prior to the expiration of the applicable Subscription Period or unless LICENSOR decides not to renew the Subscription Period or the Agreement. In the case of a Subscription made on a trial basis, the term of this Agreement shall be limited to the duration of the trial period identified in the Purchase Order. Unless expressly provided otherwise in this Agreement, LICENCEE may not terminate this Agreement or a Subscription prior to the expiration of its term. LICENSOR may increase the fees payable by LICENSEE for any renewed or extended Subscription, upon not less than 30-days’ written notice.
7. Additional Services
If the Purchase Order provides for the performance of additional turnkey services by LICENSOR or the provision or development of additional or adapted functionalities, the following provisions shall apply in connection with such additional services (in addition to the other provisions of this Agreement): (i) LICENSOR shall perform the services to LICENSEE in accordance with currently accepted standards and practices for services of a similar nature and shall assign such personnel as may be required to render the services efficiently, and there shall be no other warranty, express or implied, applicable to such services; (ii) LICENSEE shall furnish LICENSOR in a timely manner with data and information as may be required by LICENSOR for performing the services, and shall ensure that the information furnished to LICENSOR is complete and accurate, and LICENSOR shall be entitled to rely upon such data and information; and (iii) LICENSEE shall provide such assistance to LICENSOR as may be required by it for the carrying out of the services, including reviewing and approving promptly all works prepared and submitted by LICENSOR.
8. License Transfer
LICENSEE shall not transfer or assign any of the rights granted to it under this Agreement, the License, or any of its obligations pursuant hereto without LICENSOR’s prior written consent. LICENSOR may, without LICENSEE’s prior consent, assign its rights and obligations under this Agreement. Subject to the foregoing, the provisions of this Agreement shall be binding on and inure to the benefit not only of the parties hereto but also to their successors and assigns. LICENSOR shall be free to perform all or any part of this Agreement through one or more of its consultants or subcontractors.
9. Title, Retention of Rights and Intellectual Property
LICENSEE acknowledges that the Platform, any Updates, derivative works thereof, custom configurations and functionalities, Documentation, all intellectual property related thereto and all other items delivered by LICENSOR under this Agreement or a Purchase Order, including any Interactive Content created, developed or provided by LICENSOR, shall remain the exclusive property of LICENSOR and its successors and assigns, and LICENSEE acknowledges that it has no right to or interest in such items other than as expressly granted herein. LICENSOR reserves all rights not expressly granted to LICENSEE in this Agreement. Without limiting the generality of the foregoing, LICENSEE acknowledges and agrees that if LICENSEE suggests any new features, functionality or performance for the Platform that LICENSOR subsequently incorporates into the Platform, the Platform incorporating such new features, functionality, or performance, and all intellectual property related thereto, shall be the sole and exclusive property of LICENSOR.
If LICENSEE creates, develops or designs media assets to be incorporated into the Interactive Content, such media assets shall remain the exclusive property of LICENSEE and its successors and assigns, subject to LICENSOR’s underlying rights in and to the Platform and other elements of the Interactive Content, and LICENSEE hereby grants to LICENSOR a non-exclusive license to use such media assets for the purpose of performing its obligations under this Agreement or for promotional purposes.
LICENSEE further agrees that the systems, methods of operation, configurations, documentation and other information contained in the Platform and Updates (other than proprietary information or media assets provided by LICENSEE), are proprietary intellectual property of LICENSOR and are as such protected by national and international copyright, trade secret, trademark and patent laws. This Agreement or the installation or use of the Platform do not transfer any title in such intellectual property to LICENSEE and LICENSEE acknowledges that the License granted under this Agreement only provides LICENSEE with a right of limited use under the terms and conditions of this Agreement.
10. Confidential Information
LICENSEE acknowledges that the Platform, the Updates and the Documentation contain confidential information of LICENSOR. Each party (and, in the case of LICENSEE, its Users) shall retain in confidence all information received from the other party pursuant to or in connection with this Agreement that the other party identifies as being proprietary and/or confidential or that, by the nature of the circumstances surrounding the disclosure, ought in good faith to be treated as proprietary and/or confidential (“ Confidential Information”), and will make no use of such Confidential Information except as necessary to fulfill their respective obligations under the terms of this Agreement. Each party shall treat the terms and conditions of this Agreement as confidential and shall not (a) disclose, directly or indirectly, any Confidential Information of the other party to any person without the prior written approval of the other party, except to its employees or consultants who need to have access to such Confidential Information for the purposes of this Agreement and to its legal and financial advisors as required in the ordinary course of that party’s business; provided, however, that a party shall remain liable for any breach of the confidentiality obligations by any such person; or (b) use, disclose or make a copy of any of the other party’s Confidential Information otherwise than for the purposes of this Agreement, and each party must immediately notify the other party if it becomes aware of any unauthorized access to, or use or disclosure of, any of the other party’s Confidential Information. Notwithstanding the foregoing, the restrictions set forth above will not apply to (i) information previously known to the receiving party without reference to the disclosing party’s Confidential Information, (ii) information which is or becomes publicly known through no wrongful act of the receiving party, (iii) information that is independently developed by either of the parties, or (iv) information required to be disclosed pursuant to applicable law.
11. Authorization
LICENSEE hereby consents and authorizes LICENSOR to publish on LICENSOR’s website and promotional material LICENSEE’s tradename and logo for the sole purpose of disclosing the fact that LICENSEE has purchased or is using the Platform or is a client of LICENSOR. Further, LICENSEE hereby authorizes and grants LICENSOR a license to use and display the media assets created, developed or provided by LICENSEE for LICENSOR’s promotional purposes.
12. Accounts
LICENSEE and its Users are responsible for maintaining the confidentiality of the usernames and passwords provided by LICENSOR for accessing the various modules of the Platform. LICENSEE shall be responsible for all uses of any such usernames and passwords or any action taken under LICENSEE’s accounts with LICENSOR, whether or not authorized by LICENSEE. LICENSOR shall not be liable for any loss or damage arising from any unauthorized use of LICENSEE’s accounts, usernames or passwords.
13. Representations and Indemnification
LICENSEE represents and warrants that (i) it is fully authorized to enter into this Agreement and that its Users are fully authorized to use the Platform and the Interactive Content, (ii) LICENSEE and its Users are and will remain in compliance with all applicable laws and regulations with respect to their activities related to this Agreement and the use of the Platform, the Interactive Content and the Devices, including but not limited to privacy laws, laws relating to the protection of personal information and data, anti-spam legislation, gaming and lottery rules and regulations, and it shall be LICENSEE’s sole responsibility to ensure that the Interactive Content, interface and interactions of the Platform comply with such laws and regulations; (iii) all media assets created, developed or provided by LICENSEE do not and will not breach any third party’s intellectual property rights or violate the privacy, publicity or other personal rights of others, and do not or will not contain any data or content that is illegal, defamatory, obscene, threatening, abusive, disruptive or hateful.
LICENSOR has no obligation to screen, monitor or preapprove the media assets created, developed or provided by LICENSEE, but nevertheless reserves its right to suspend access to the Platform or to request modifications to the Interactive Content should LICENSOR deem, in its sole discretion, that such Interactive Content breaches the terms of this Agreement or if it believes it may create liability for the LICENSOR.
LICENSEE shall indemnify, defend and hold harmless LICENSOR and its officers, employees, agents, representatives and affiliates from and against all losses, expenses, liabilities, claims, damages and costs including, without limitation, reasonable attorneys’ fees (collectively ” Costs”), to the extent that such Costs are attributable to (i) any breach by LICENSEE or any Users of any representations, warranties or other obligations set forth in this Agreement, (ii) the use or operation by LICENSEE or any User of the Platform or Interactive Content, or (iii) any media assets created, developed or provided by LICENSEE.
14. Limited Warranty
LICENSOR warrants and represents to LICENSEE that it has the right to license the Platform and the Interactive Content to LICENSEE. LICENSOR further warrants that during the applicable Subscription Period, the Platform will perform substantially in accordance with the Platform’s functionalities and features as described in the Documentation and/or the Purchase Order. Notwithstanding the foregoing, this limited warranty shall not apply in the following cases: (i) Devices deficiencies; (ii) malfunctions, defects, or failures of the Platform or the Devices resulting from misuse, abuse, accident, neglect, or improper installation, operation or maintenance by LICENSEE or its Users, theft, vandalism, acts of God, acts of terrorism, power failures or surges, battery failures, wi-fi failures or insufficient wi-fi network, non-permitted alteration or modification, any other LICENSEE’s, Users’ or third parties’ acts or omissions, or any causes beyond LICENSOR’s reasonable control; (iii) any defect not made known by LICENSEE to LICENSOR as soon as practical after the defect first appears; (iv) incompatibility caused by hardware and/or software components installed on the Devices; (v) the Platform is not installed or used in accordance with the Documentation and this Agreement; and (vi) LICENSEE or its Users modify the Platform or add other software that interferes with their operation. LICENSEE acknowledges, accepts and agrees that no software (including the Platform) is error free.
LICENSOR’s sole liability and LICENSEE’s sole and exclusive remedy for breach of the above warranty shall be, at LICENSOR’s sole option, to either (i) refund the fees paid by LICENSEE for the Subscription, on a pro rata basis; (ii) replace the defective Platform with a new compliant Platform; or (iii) repair or correct the nonconformity or defect reported in writing to LICENSOR; provided, however, that LICENSEE provide LICENSOR with sufficient information (which may include access to LICENSEE’s Devices) to reproduce the defect in the Platform. LICENSOR needs not treat minor discrepancies in the Documentation as errors in the Platform.
THE PLATFORM IS PROVIDED “AS IS” AND LICENSOR EXPRESSLY DISCLAIMS ANY AND ALL OTHER REPRESENTATIONS AND WARRANTIES, EXPRESSED OR IMPLIED (WHETHER BY STATUTE, COMMON LAW, CUSTOM, USAGE OR OTHERWISE) AS TO ANY MATTER, INCLUDING, WITHOUT LIMITATION, WARRANTY OF TITLE OR NONINFRINGEMENT OF THIRD PARTY RIGHTS, IMPLIED WARRANTY OF MERCHANTABILITY, SATISFACTORY QUALITY, INTEGRATION, OR FITNESS FOR A PARTICULAR PURPOSE, IMPLIED WARRANTY ARISING FROM COURSE OF PERFORMANCE, COURSE OF DEALING OR USAGE OF TRADE. LICENSEE ASSUMES THE ENTIRE RISK AS TO PERFORMANCE AND RESPONSIBILITY FOR SELECTING THE PLATFORM TO ACHIEVE ITS INTENDED RESULTS, AND FOR THE INSTALLATION OF, USE OF, AND RESULTS OBTAINED FROM THE PLATFORM. WITHOUT LIMITING THE FOREGOING PROVISIONS, LICENSOR MAKES NO REPRESENTATION AND GIVES NO WARRANTY THAT THE PLATFORM WILL BE ERROR-FREE OR FREE FROM INTERRUPTIONS OR OTHER FAILURES OR THAT THE PLATFORM WILL MEET ANY OR ALL OF LICENSEE’S REQUIREMENTS, GOALS AND OBJECTIVES (INCLUDED ANTICIPATED REVENUES OR PROFITS DERIVED FROM THE USED OF THE PLATFORM), WHETHER OR NOT DISCLOSED TO LICENSOR.
15. Limitation of Liability
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL LICENSOR, ITS DIRECTORS, EMPLOYEES, REPRESENTATIVES, AGENTS AND AFFILIATES BE LIABLE FOR ANY SPECIAL, INCIDENTAL, PUNITIVE, INDIRECT, OR CONSEQUENTIAL DAMAGES WHATSOEVER, DAMAGES FOR LOSS OF PROFITS, LOSS OF CONFIDENTIAL OR OTHER INFORMATION, BUSINESS INTERRUPTION, LOSS OF PRIVACY, LOSS OF DATA OR PROGRAMS, ECONOMIC LOSS, COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, OR FOR ANY OTHER PECUNIARY OR OTHER LOSS WHATSOEVER, ARISING OUT OF OR IN ANY WAY RELATED TO THIS AGREEMENT OR THE USE OR INABILITY TO USE THE PLATFORM AND THE DEVICES, THE PROVISION OF OR FAILURE TO PROVIDE SUPPORT OR OTHER SERVICES, INFORMATON AND RELATED CONTENT THROUGH THE PLATFORM OR OTHERWISE, OR ARISING OUT OF ANY BREACH OF CONTRACT OR ANY TORT (INCLUDING NEGLIGENCE, MISREPRESENTATION, ANY STRICT LIABILITY OBLIGATION OR DUTY), OR ANY BREACH OF STATUTORY DUTY, OR ANY BREACH OF WARRANTY OF THE LICENSOR, EVEN IF THE LICENSOR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. LICENSEE HEREBY WAIVES ANY CLAIM THAT THESE EXCLUSIONS DEPRIVE IT OF AN ADEQUATE REMEDY. THE PARTIES ACKNOWLEDGE THAT THE PROVISIONS OF THIS SECTION FAIRLY ALLOCATE THE RISKS UNDER THIS AGREEMENT AS BETWEEN THEM.
LICENSEE agrees that in the event the LICENSOR is found liable pursuant to this Agreement, the maximum cumulative liability of LICENSOR under this Agreement for any claims made by LICENSEE or a User in warranty, contract, tort, or otherwise, shall not exceed the total amount of all fees paid to LICENSOR by LICENSEE during the three (3) month period preceding the occurrence of the event leading to such liability (or, if the payment of the fees is made on an annual basis, LICENSOR’s liability shall be limited to the value of the fees paid for the three month period preceding the occurrence of the event leading to such liability, on a pro rata basis). The limitation of liability provided in the preceding sentence shall not apply where such liability is caused by fraud, gross negligence or intentional breach by LICENSOR, or infringement by LICENSOR of any third party’s intellectual property. In the event any disclaimer, exclusion or limitation in this Agreement cannot be excluded or limited according to applicable law, then only such disclaimer, exclusion or limitation shall not apply to LICENSEE and LICENSEE shall continue to be bound by all the remaining disclaimers, exclusions and limitations.
16. Termination
If LICENSEE or any User neglects or fails to perform or observe any of its obligations under this Agreement, including, without limitation, if LICENSEE or any User uses the Platform or the Interactive Content in violation of the provisions of this Agreement, LICENSOR, in addition to other legal remedies it may have pursuant to this Agreement or applicable law, may terminate the Subscription, this Agreement and the License granted hereunder upon fifteen (15) days written notice to LICENSEE should LICENSEE fail to correct the default within such period, without further notice. In addition, LICENSOR may suspend LICENSEE’s access to the Platform and Interactive Content immediately without notice if LICENSOR, in its sole discretion, believes that: (i) such suspension is required by law; (ii) LICENSEE or any User has breached this Agreement; or (iii) there is a security or privacy risk to LICENSEE or any User. Any suspension of LICENSEE’s access to the Platform or Interactive Content shall not limit or waive LICENSOR’s rights to terminate this Agreement, the License or the Subscription.
If LICENSEE ceases doing business as a going concern, or if a petition is filed proposing the adjudication of LICENSEE as a bankrupt or its reorganization pursuant to any applicable bankruptcy or insolvency law which is not opposed by the LICENSEE or if opposed, is not discharged within 60 days of filing or such longer period as the proceedings for discharge are proceeding so long as the LICENSEE is proceeding expeditiously to obtain such discharge, if LICENSEE makes an assignment or composition with creditors, or if a receiver, trustee in bankruptcy, or similar officer is appointed to take charge of all or part of its property, or if it is adjudged bankrupt, LICENSOR, in addition to other legal remedies it may have, may immediately terminate the Subscription, this Agreement and the License granted hereunder upon written notice.
Upon the termination or expiration of this Agreement or the Subscription, for any cause, (i) LICENSOR shall be entitled to immediately deactivate LICENSEE’s accounts, usernames and passwords and delete LICENSEE’s Interactive Content from the Platform, without any liability, and (ii) LICENSEE and the Users shall immediately discontinue the use of the Platform and Interactive Content and destroy or return to LICENSOR all Confidential Information of LICENSOR in its possession. Notwithstanding any provisions herein, the termination of this Agreement by LICENSOR shall not limit LICENSEE’s obligation to pay all of the applicable fees, nor entitle LICENSEE to receive any refund, nor restrict LICENSOR from pursuing any other remedies available to it, including injunctive relief. Sections that are intended by their terms to survive shall survive termination or expiration of this Agreement.
17. Consent to communicate
Beehivr is committed to protecting and respecting your privacy, and we’ll only use your personal information and that of your users to administer your account and to provide the products and services you requested from us. From time to time, we would like to contact you about our products and services, as well as other content that may be of interest to you. By signing this contract, you consent to allow Beehivr to contact you or your users for this purpose.
You and your users may unsubscribe from these communications at any time. For more information on how to unsubscribe, our privacy practices, and how we are committed to protecting and respecting your privacy, please review our Privacy Policy by visiting https://beehivr.com/privacy-policy/.
18. Consent to process data
By signing this contract, you consent to allow Beehivr to store and process your personal information and that of your users to provide you with the products and services you requested from us.
19. Miscellaneous
Governing Law; Jurisdiction.
This Agreement shall be governed by and construed in accordance with the laws of the Province of Quebec, Canada, without reference to conflicts of Iaw rules and principles. This Agreement shall not be governed by the United Nations Convention on Contracts for the International Sale of Goods, the application of which is expressly excluded. Any dispute arising out of the interpretation or application of the terms of this Agreement or any breach thereof shall, unless it is settled by direct negotiation, be settled by the courts of the Province of Quebec, district of Montreal, which shall have exclusive venue and jurisdiction for such disputes, and the parties hereby submit to personal jurisdiction in such courts. Each party hereby waives all defenses of lack of personal jurisdiction and forum nonconveniens in connection with any action brought in the foregoing courts. If LICENSOR prevails in any action or proceeding (including for collection) under this Agreement, then LICENSOR shall be entitled to recover from LICENSEE, in addition to all other relief, its reasonable attorneys’ and other experts’ fees and expenses incurred with respect to such action or proceeding.
Severability.
To the extent that any law by its terms as determined by a governmental authority of competent jurisdiction is in conflict with this Agreement, the conflicting terms of this Agreement shall be superseded only to the extent necessary by the terms required by such law, statute, treaty, or regulation. If any provision of this Agreement shall be otherwise unlawful, void, or for any reason unenforceable, then that provision shall be enforced to the maximum extent permissible so as to effect the intent of the parties. In either case, the remainder of this Agreement shall continue in full force and effect.
Export Administration.
LICENSEE agrees to comply fully with all applicable export laws and regulations of United States and Canada to ensure that neither the Platform nor any direct product thereof are used or intended to be used for any purposes prohibited by export laws, including, without limitation, nuclear, chemical, or biological weapons proliferation.
Force Majeure.
Neither party shall be deemed in default or otherwise liable for any delay in or failure of its performance under this Agreement (other than payment obligations) by reason of any act of God, fire, natural disaster, accident, act of government, shortage of materials or supplies, failure of transportation or communication or of suppliers of goods or services, or any other cause to the extent it is beyond the reasonable control of such party.
Failure to Exercise Rights.
The failure of either party to exercise any of its rights under this Agreement for a breach thereof shall not be deemed to be a waiver of such rights nor shall the same be deemed to be a waiver of any subsequent breach.
Election of Remedies.
All rights and remedies, whether evidenced hereby, by law or in equity shall be cumulative and may be exercised singularly or concurrently unless otherwise stated herein. Failure of either party to enforce any provision hereof shall not prevent enforcement on any other occasion.
Entire Agreement.
Each party has read this Agreement, has had the opportunity to obtain independent legal advice, agrees to be bound by it, and agrees that it constitutes the entire Agreement between the parties with respect to the subject matter hereof, superseding all proposals, negotiations, and communications, oral or written, between the parties with respect to the subject matter hereof. Any terms or conditions appearing on the face or reverse side of any Purchase Order, acknowledgment, or confirmation that are different from or inconsistent with those set forth in this Agreement shall not be binding on the parties, even if signed and returned, unless expressly stated that such other terms and conditions take precedence over conflicting terms of this Agreement.
Language.
The parties have expressly requested and required that this Agreement and all other related documents be drawn up in the English language. Les parties conviennent et exigent expressément que ce Contrat et tous les documents qui s’y rapportent soient rédigés en anglais.
Notwithstanding the foregoing, you may always ask Beehivr not to use or to cease using your personal information. You may do so by phone at +1 450-232-0968, by email at request@beehivr.com, or by mail at Beehivr, 406 Rue Notre-Dame #201, Repentigny, QC J6A 2T1.