Monitio Intelligence - Terms and Conditions
THESE "TERMS AND CONDITIONS" IS A LEGAL AGREEMENT (THE"AGREEMENT" or
"TERMS AND CONDITIONS" AS FURTHER DEFINED BELOW) ENTERED INTO BETWEEN
THE INDIVIDUAL OR PERSON ("YOU" or "CUSTOMER") IDENTIFIED ON ANY ORDER
FORM (AS DEFINED BELOW)(WHETHER FOR TRIAL OR SUBSCRIPTION SERVICES)
REFERENCING THIS AGREEMENT (EACH AN "ORDER") AND MONITIO INTELLIGENCE
INC., A CANADIAN CORPORATION WITH OFFICES AT #112, 3600 Steeles Ave E,
Markham, ON L3R 9Z7 ("MONITIO INTELLIGENCE") RELATING TO THE MONITIO
INTELLIGENCE SERVICES. BY (I) YOU CLICKING THROUGH THIS AGREEMENT
ELECTRONICALLY, OR (II) EXECUTION OF AN ORDER FORM, OR (III) USING THE
SERVICES, YOU AND MONITIO INTELLIGENCE MUTUALLY AGREE TO BE BOUND BY
THE TERMS AND CONDITIONS HEREOF. EACH ORDER SHALL BE MUTUALLY AGREED
TO AND ENTERED INTO BETWEEN YOU AND MONITIO INTELLIGENCE PROVIDED THAT
IF YOU PURCHASE THE SERVICES THROUGH A MONITIO INTELLIGENCE AUTHORISED
PARTNER (THE "RESELLER"), THE ORDER MAY BE ENTERED INTO BETWEEN
MONITIO INTELLIGENCE AND THE RESELLER FOR YOUR USE. IF YOU DO NOT
ACCEPT THE TERMS OF THIS AGREEMENT, YOU ARE NOT PERMITTED TO USE THE
SERVICES. IF YOU ARE ENTERING INTO THIS AGREEMENT AS AN AGENT,
EMPLOYEE OR REPRESENTATIVE OF THE CUSTOMER, YOU REPRESENT AND WARRANT
THAT YOU HAVE THE AUTHORITY TO ACT ON SUCH PARTY'S BEHALF.
In consideration of the mutual covenants and agreements set forth
herein, and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, Monitio Intelligence and
You agree as follows:
-
DEFINITIONS. Unless the context requires otherwise, capitalized
terms in this Agreement shall have the following meanings:
-
"Affiliate" means, with respect to a party, any person,
partnership, joint venture, corporation, or other entity, that
directly or indirectly controls, is controlled by, or is under
common control with such party.
-
"Aggregate Information" means data and information related to
Your use of the Services that is used by Monitio
Intelligence in an aggregate and anonymized manner,
including to compile statistical and performance information
related to the provision and operation of the Services. For
clarity, Aggregate Information shall be Monitio Intelligence's
Confidential Information.
-
"Agreement" means the entire agreement between MONITIO
INTELLIGENCE and You for the provision of the Services, and
includes these Terms and Conditions, any Schedules, Addendums or
Exhibits referenced herein, any Order Form in effect, and
incorporates Monitio Intelligence's Privacy Policy located at https://www.monitio.ca.
-
"Applicable Law" means any local, state, provincial, federal and
foreign laws or orders of any governmental or regulatory authority
applicable to the provision of the Services and Your use thereof,
including without limitation data protection and privacy
laws;
-
"Authorized Users" means Your employees, consultants,
contractors, agents and anyone including Persons whom You provide
access and use of the Services under the rights granted to You
pursuant to this Agreement;
-
"Beta Versions" means any pre-release, beta products and/or
features of generally available Services Software that MONITIO
INTELLIGENCE make available that are still under
development;
-
"Confidential Information" has the meaning in Section 6.1.
-
"Customer Systems" means Your information technology
infrastructure, including computers, software, hardware,
databases, electronic systems (including database management
systems), and networks, whether operated directly by You or
through the use of third-party services.
-
"Documentation" means this Agreement, the Order Form, Statement
of Work, or other user documentation related to the use or
operation of the Services, each as made available by MONITIO
INTELLIGENCE electronically via the Services or otherwise in
writing.
-
"Effective Date" means the earlier date of (1) the Order Form
issued in relation to this Agreement; (2) the delivery of the
Services by MONITIO INTELLIGENCE to You; or (3) Your first use of
the Services;
-
"Fees" means all amounts payable by You to MONITIO INTELLIGENCE
pursuant to this Agreement, plus all duties, levies, taxes and
other fees in association with your use of the Services.
-
"Intellectual Property" means all systems, applications, software
code (in any form, including source code, executable or object
code), algorithms, tool-kits, technology, widgets, formulae,
programs, concepts, databases, designs, diagrams, documentation,
drawings, charts, ideas, inventions (whether or not such
inventions are patentable), know-how, trademarks (whether
registered or not), brand names, logos, slogans, methods,
techniques, models, procedures, and processes.
-
"Intellectual Property Rights" or "IPR" means all copyrights,
moral rights, rights associated with works of authorship,
trademark rights, trade name rights, trade secret rights, patent
and industrial property rights (whether registered or not), and
other proprietary rights, in Intellectual Property.
-
"Order Form" means an ordering document specifying the Services
to be provided hereunder that is entered into between MONITIO
INTELLIGENCE and You or any of either party's Affiliates,
including any addenda and supplements thereto.
-
"Personal Data" or "Personal Information" means any information
about an identified or identifiable individual including, without
limitation, data or information entered into the Services by You
or Your visitors, personnel, or others, that has not been made
publicly available and includes Sensitive Data and as further
defined under Applicable Law.
-
"Persons" mean any individual, partnership, corporation,
association, trust, members of joint venture entities, limited
liability entity, governmental authority, unincorporated
organization, or other entity.
-
"Processing" means any operation or set of operations which is
performed on Personal Information or on sets of Personal
Information, whether or not by automated means, such as
collection, recording, organization, structuring, storage,
adaptation or alteration, retrieval, consultation, use, disclosure
by transmission, dissemination or otherwise making available,
alignment or combination, restriction, erasure or destruction and
as further defined under Applicable Law.
-
"Professional Services" means any additional services purchased
by You in relation to the Service Software, pursuant to
Professional Services Addendum.
-
"Representatives" means, with respect to a party, that party and
its Affiliates' employees, directors, officers, general partners,
shareholders, owners, service providers, sublicensees, independent
contractors, subcontractors, agents, advisors, and
consultants.
-
"Sensitive Data" means (a) social security number, passport
number, driver's license number, or similar identifier (or any
portion thereof), (b) credit or debit card number (other than the
truncated (last four digits) of a credit or debit card), (c)
employment, financial, genetic, biometric or health information;
(d) racial, ethnic, political or religious affiliation, trade
union membership, or information about sexual life or sexual
orientation; (e) account passwords; (f) date of birth; (g)
criminal history; (h) mother's maiden name; and (i) any other
information that falls within the definition of "special
categories of data" under the General Data Protection Regulation
or any other Applicable Law.
-
"Security Incident" means accidental or unlawful destruction,
loss, alteration, unauthorized disclosure of, or access to,
Personal Information.
-
"Services" means the Service Software and associated services
that are purchased by You as described in the Documentation; any
third-party technology provided by MONITIO INTELLIGENCE as part of
the purchased services; and expressly excludes Third Party
Applications, Customer provided data, software, or similar
technology;
-
"Service Software" means the MONITIO INTELLIGENCE proprietary
software-as-a-service application or applications (including any
new versions, updates, revisions, improvements and modifications
of the foregoing that MONITIO INTELLIGENCE provides in its sole
discretion).
-
"Third Party Product" means any product that is purchased by You
from MONITIO INTELLIGENCE, as a reseller of such product, pursuant
to the Hardware Addendum.
-
"Monitio Materials" means the Services and Monitio Systems and
any and all other information, data, documents, materials, works,
and other content, devices, methods, processes, hardware,
software, and other technologies and inventions, including any
deliverables, technical or functional descriptions, requirements,
plans, or reports, that are provided or used by MONITIO
INTELLIGENCE or any its third party it appoints in connection with
the Services or otherwise comprise or relate to the Services or
Monitio Systems. For the avoidance of doubt, Monitio Materials
include Aggregate Data and any information, data, or other content
derived from Monitio Intelligence's monitoring of Your access to
or use of the Services, but do not include Your Personal
Data.
-
"Monitio Systems" means the information technology infrastructure
used by or on behalf of MONITIO INTELLIGENCE in performing the
Services, including all computers, software, hardware, databases,
electronic systems (including database management systems), and
networks, whether operated directly by MONITIO INTELLIGENCE or
through the use of third-party services.
-
SERVICES
-
Services License. Subject to Your and Your Authorized Users
compliance with all the terms and conditions of this Agreement,
MONITIO INTELLIGENCE hereby grants You a non-exclusive,
non-transferable right to access and use the Services during the
Term, solely for Your own internal use and business
operations.
-
Reservation of Rights. MONITIO INTELLIGENCE reserves all rights
not expressly granted to You 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 You or any third party any
intellectual property rights or other right, title, or interest in
or to MONITIO INTELLIGENCE IPR.
-
Services Warranty. Other than with respect to a free trial or
proof of concept period or beta testing, MONITIO INTELLIGENCE
undertakes to provide the Services in a professional manner,
consistent with industry standards; and use commercially
reasonable efforts to respond to a support request in accordance
with section 2.4 below and as agreed in Documentation
(collectively, the "Services Warranty").
-
Support. MONITIO INTELLIGENCE will provide reasonable telephone,
web-based, and / or e-mail technical support to You during Monitio
Intelligence's normal business hours ([email protected]). MONITIO
INTELLIGENCE will make reasonable efforts to respond to Your
support queries within one business day of Monitio Intelligence's
receipt of a support query. In the event You purchase services
that extend beyond the support for the use of the Services in its
current form, including, without limitation, changes to the
design, use, or functionality of the Services or upgrades,
improvements, modifications, features, changes, customizations,
increased functionality, or additions to the Services, the terms
of the Professional Services Addendum will apply.
-
Use of Data. You hereby grant to MONITIO INTELLIGENCE all such
rights and permissions in or relating to Personal Information and
Aggregate Data as are necessary or useful to MONITIO INTELLIGENCE
and its Representatives to (i) enforce this Agreement,(ii) provide
the Services to You, (iii) to improve the features and
functionality of the Services (iv) communicate with You in the
event You or visitors to Your facilities submit any questions or
requests to MONITIO INTELLIGENCE; and (v) exercise Monitio
Intelligence's rights and perform obligations hereunder.
-
Third Party Query. In the event that any request, correspondence,
enquiry or complaint from Your use of the Services, including from
Your visitors, a regulatory or third party is made directly to
MONITIO INTELLIGENCE in connection with Monitio Intelligence's
processing of Personal Information, MONITIO INTELLIGENCE shall
promptly inform You, providing details of the same, to the extent
legally permitted. Unless legally obligated to do so, MONITIO
INTELLIGENCE shall not respond to any such request, inquiry or
complaint without Your prior consent except to confirm that the
request relates to You.
-
Service and System Control. Except as otherwise expressly
provided in this Agreement, as between the parties:
-
MONITIO INTELLIGENCE has and will retain sole control over the
operation, provision, maintenance, and management of the Monitio
Materials; and
-
You have and will retain sole control over the operation,
maintenance, and management of, and all access to and use of,
the Customer Systems, and sole responsibility for all access to
and use of Monitio Materials by any Person by or through the
Customer Systems or any other means controlled by You or any
Authorized User, including any: (a) information, instructions,
or materials provided by any of them to the Services or MONITIO
INTELLIGENCE; (b) results obtained from any use of the Services
or Monitio Materials; and (c) conclusions, decisions, or actions
based on such use; and
-
Each party shall ensure that it has in place appropriate
technical and organisational measures, to protect against
unauthorised or unlawful processing of Personal Data and against
accidental loss or destruction of, or damage to, Personal Data,
appropriate to the harm that might result from the unauthorised
or unlawful processing or accidental loss, destruction or damage
and the nature of the data to be protected, having regard to the
state of technological development and the cost of implementing
any measures (those measures may include, where appropriate,
pseudonymising and encrypting Personal Data, ensuring
confidentiality, integrity, availability and resilience of its
systems and services, ensuring that availability of and access
to Personal Data can be restored in a timely manner after an
incident, and regularly assessing and evaluating the
effectiveness of the technical and organisational measures
adopted by it).
-
FREE OR BETA VERSIONS OF THE SERVICES If You are using a free
trial, demonstration license or proof of concept version ("POC") of
the Services or a beta version of a specific feature within the
service, MONITIO INTELLIGENCE makes such Services available to You
until the earlier of (a) the end of (i) the free trial or POC
period; (ii) beta testing period; or (iii) underlying agreement for
the demonstration is terminated, as communicated by MONITIO
INTELLIGENCE (b) the start date of any purchased version of such
Services, or (c) written notice of termination from MONITIO
INTELLIGENCE. You are authorized to use a trial, POC, and
demonstration license of the Service only for evaluation and not for
any commercial or productive purposes.
-
CUSTOMER RESPONSIBILITIES
-
Use Policy. You shall at all times (a) be responsible for the
accuracy, quality and legality of the Personal Data, the means by
which You acquired it, and Your use of Personal Data with the
Services, (b) use commercially reasonable efforts to prevent
unauthorized access to or use of Services, and notify MONITIO
INTELLIGENCE promptly of any such unauthorized access or use, (c)
use Services only in accordance with Documentation and Applicable
Laws, (d) comply with terms of service of any Third-Party
Applications with which You use the Service (e) be responsible for
(i) all hardware devices needed to access or use the Services,
such as display devices, iPads, and the like; and (ii) internet
access to such devices.
-
Access to Services. You are solely responsible and liable for all
uses of the Services resulting from access provided by You,
directly or indirectly, whether such access or use is permitted by
or in violation of this Agreement. You shall ensure that only
appropriate Authorized Users have access to the Services, that
such Authorized Users have been trained in proper use of the
Services. 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 would be
deemed a breach of this Agreement by You. You shall use all
reasonable efforts to make all Authorized Users aware of this
Agreement's provisions as applicable to such Authorized User's use
of the Services, and shall cause Authorized Users to comply with
such provisions. You acknowledge and agree that MONITIO
INTELLIGENCE shall not be liable for any loss or damage arising
from unauthorized access to, or use of, the Services from Your
account due to your failure to comply with this provision.
-
Use Restrictions. You shall not use the Services 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 persons to (a) copy, modify, or create derivative works
of the Services in whole or in part; (b) rent, lease, lend, sell,
license, sublicense, assign, distribute, publish, transfer, or
otherwise make available the Services; (c) reverse engineer,
disassemble, decompile, decode, adapt, or otherwise attempt to
derive or gain access to any software component of the Services,
in whole or in part; (d) remove any proprietary notices from the
Services or (e) use the Services 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 Law.
-
Prohibited Acts. You shall not (a) use the Services to engage in
any deceptive, misleading, illegal or unethical marketing
activities or activities that otherwise may be detrimental to
MONITIO INTELLIGENCE or places MONITIO INTELLIGENCE in a position
of non-compliance with Applicable Law or MONITIO INTELLIGENCE
certifications; (b) upload to, or store within, the Services (and
Personal Information shall not contain) any infringing, obscene,
threatening, defamatory, fraudulent, abusive, or otherwise
unlawful or tortious material, including material that is harmful
to children or violates third party privacy rights; (c) use the
Services to store or transmit any viruses, Trojan horses, worms,
time bombs, cancel bots, or other computer programming routines or
code that may damage or detrimentally interfere with the Services
or any data or Personal Information maintained on or in connect
with the Services; (d) send or (cause to send) Sensitive Data
through the mail or text message relay functionalities available
through the Services, and will be liable for any Security Incident
in connection with the sending of Sensitive Data through such
functionalities by You; (e) conduct any scans or other intrusion
testing on or to our Services, or publish any document in this
regard without obtaining the prior written consent of MONITIO
INTELLIGENCE.
-
SUSPENSION OF SERVICES
-
Notwithstanding anything to the contrary in this Agreement,
MONITIO INTELLIGENCE may directly or indirectly by any lawful
means suspend, either temporarily or permanently Your access to or
use of all or any part of the Services, without incurring any
resulting obligation or liability if:
-
MONITIO INTELLIGENCE receives a judicial or other governmental
demand or order, subpoena, or law enforcement request that
expressly or by reasonable implication requires MONITIO
INTELLIGENCE to do so;
-
Subject to Applicable Law, You ceased to continue Your business
in the ordinary course, made an assignment for the benefit of
creditors or similar disposition of its assets, or become the
subject of any bankruptcy, reorganization, liquidation,
dissolution, or similar proceeding; or
-
Your use of the Services places MONITIO INTELLIGENCE at risk of
non-compliance with Applicable Law, its certifications, other
legal or contractual obligations it is subject to; or
-
MONITIO INTELLIGENCE believes in its good faith and reasonable
discretion that:
-
You or any Authorized User has failed to comply with any
material term of this Agreement, or has accessed or used the
Services beyond the scope of the rights granted or for a
purpose not authorized under this Agreement or in any manner
that does not comply with any material instruction or
requirements;
-
You or any Authorized User is, has been or is likely to be
involved in any fraudulent, misleading, or unlawful
activities; or
-
You or any use of the Services disrupts or poses a security
risk to Services or to any other customer or vendor of MONITIO
INTELLIGENCE.
-
Any such suspension described in section 5.1 is a "Service
Suspension". This Section 5 does not limit any of Monitio
Intelligence's rights or remedies whether at law, in equity, or
under this Agreement.
-
MONITIO INTELLIGENCE shall use commercially reasonable efforts to
provide written notice of any Service Suspension to You and to
provide updates regarding resumption of access to the Services
following any Service Suspension. MONITIO INTELLIGENCE shall use
commercially reasonable efforts to resume providing access to the
Services as soon as reasonably possible after the event giving
rise to the Service Suspension is cured. MONITIO INTELLIGENCE will
have no liability for any damage, liabilities, losses (including
any loss of data or profits), or any other consequences that You
may incur as a result of a Service Suspension.
-
CONFIDENTIALITY
-
Confidential Information. In connection with this Agreement each
Party (as the "Disclosing Party") may disclose or make available
Confidential Information to the other Party (as the "Receiving
Party"). Subject to 6.2 "Confidential Information" means
information in any form or medium (whether oral, written,
electronic, or other) that the Disclosing Party considers
confidential or proprietary, including information consisting of
or relating to the Disclosing Party's technology, trade secrets,
know-how, business operations, plans, strategies, customers,
Intellectual Property, Personal Information, pricing, and
information with respect to which the Disclosing Party has
contractual or other confidentiality obligations, whether or not
marked, designated, or otherwise identified as
"confidential".
-
Exclusions. Confidential Information does not include any
information that (a) was rightfully known to the Receiving Party
without restriction on use or disclosure prior to such information
being disclosed or made available to the Receiving Party in
connection with this Agreement; (b) was or becomes generally known
by the public other than by the Receiving Party's or any of its
Representatives' noncompliance with this Agreement; (c) was or is
received by the Receiving Party on a non-confidential basis from a
third party that to the Receiving Party's knowledge, was not or is
not, at the time of such receipt, under any obligation to maintain
its confidentiality; (d) was or is independently developed by the
Receiving Party or its Representatives without reference to or use
of any Confidential Information; (e) was at the time of disclosure
in the possession of the Receiving Party or any of its
Representatives and was obtained without an obligation of
confidence; or (f) is intentionally released for disclosure by the
Disclosing Party or with the Disclosing Party's prior written
consent.
-
Protection of Confidential Information. As a condition to be
provided with any disclosure of or access to Confidential
Information, the Receiving Party shall:
-
not make any unauthorized use or disclosure, in whole or in
part, of the Confidential Information or use Confidential
Information other than as necessary to exercise its rights or
perform its obligations under and in accordance with this
Agreement;
-
Except as may be permitted under the terms and conditions and
section 6.4 and 6.5, not to disclose or permit access to
Confidential Information other than to its Representatives
who:
-
need to know such Confidential Information for purposes of
the Receiving Party's exercise of its rights and performance
of its obligations under and in accordance with this
Agreement;
-
have been informed of the confidential nature of the
Confidential Information; and
-
are subject to subject to confidentiality duties or
obligations to the Receiving Party which are no less
restrictive than the terms applicable to the Confidential
Information under this Agreement;
-
Protect and safeguard the confidentiality of all such
Confidential Information with at least the same degree of care
as the Receiving Party would protect its own Confidential
Information, but in no event with less than a commercially
reasonable degree of care; and
-
Promptly notify the Disclosing Party of any unauthorized use or
disclosure of Confidential Information and take all reasonable
steps to prevent further unauthorized use or disclosure.
-
Permitted Disclosure. Notwithstanding the foregoing, MONITIO
INTELLIGENCE may access or disclose Your Confidential Information
if: (a) MONITIO INTELLIGENCE in good faith believes that
disclosure is necessary to comply with any Applicable Law, legal
process or government request; (b) to perform under or enforce the
terms of this Agreement, including instructing a third party for
collection of outstanding amounts owed by You under this
Agreement; (c) to protect the security or integrity of the
Services, (d) to respond to an emergency which MONITIO
INTELLIGENCE believes in its reasonable opinion requires MONITIO
INTELLIGENCE to disclose information to assist in preventing a
death or serious bodily injury, or (e) in connection with a change
of control or a potential change of control of MONITIO
INTELLIGENCE or a MONITIO INTELLIGENCE Affiliate, provided that
reasonable measures are used to preserve the confidentiality of
the Confidential Information being disclosed. In each of the
foregoing cases, MONITIO INTELLIGENCE will disclose only such
Confidential Information as MONITIO INTELLIGENCE believes, in good
faith, is necessary.
-
Compelled Disclosure. The Receiving Party may disclose
Confidential Information of the Disclosing Party to the extent
compelled by Applicable 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.
-
Publicity. You hereby grant MONITIO INTELLIGENCE a non-exclusive,
worldwide, royalty-free and fully paid license to use, display,
mention Your name, logo and/or mark in MONITIO INTELLIGENCE
marketing material and statements (whether oral or in writing)
including any press release, external advertising, marketing or
promotion materials regarding the Service or its business for the
duration that You are in contract with MONITIO INTELLIGENCE. You
may withdraw this license at any time by emailing [email protected].
-
Case Study. You hereby agree to participate in the development of
a case study (or a similar asset) highlighting the success of your
use of the Services that may be used by MONITIO INTELLIGENCE for
business development purposes. You shall have the right to approve
the case study materials prior to any publication, but such
approval shall not be unreasonably delayed or withheld.
Notwithstanding the foregoing, MONITIO INTELLIGENCE shall have no
obligation to develop or publish a case study with respect to Your
use of the Services.
-
INDEMNIFICATION
-
Indemnification by You. You shall defend, indemnify, and hold
MONITIO INTELLIGENCE and MONITIO INTELLIGENCE Representatives
harmless against any loss, damage, or cost (including reasonable
attorneys' fees) incurred in connection with a claim, demand,
suit, or proceeding by a third party alleging that Your use of the
Services (i) infringes upon the privacy rights of a third party,
(ii) is in violation or alleged violation of any Applicable Laws,
or (iii) is a result of Your or Your Authorized User's negligence,
wilful misconduct, or use of the Services in a manner not
authorized by this Agreement, provided You are notified in writing
by MONITIO INTELLIGENCE as soon as reasonably practicable as to
any such claim. MONITIO INTELLIGENCE shall provide reasonable
information, cooperation and assistance in defending any such
claim.
-
Indemnification by MONITIO INTELLIGENCE. MONITIO INTELLIGENCE
shall defend, indemnify, and hold You, your directors, officers,
employees, and Affiliates harmless against any loss, damage, or
cost, and any lawsuit to the extent based thereon, that is brought
by a third party against You alleging that the Services infringe
any patent, trade secret, copyright or other Intellectual Property
Rights ("Infringement Claim"), so long as MONITIO INTELLIGENCE is
notified in writing by You as soon as reasonably practicable as to
any such Infringement Claim. If MONITIO INTELLIGENCE believes that
the Services may be subject to an Infringement Claim, or Your use
of the Services is held to infringe and its use is enjoined, or
threatened to be enjoined, then MONITIO INTELLIGENCE will, at
Monitio's own expense and option: (i) procure for You the right to
continue using the Services; or (ii) replace same with
non-infringing Services; or (iii) modify the Services so that it
becomes non-infringing. If none of the foregoing is available on
terms that are commercially reasonable for MONITIO INTELLIGENCE,
then MONITIO INTELLIGENCE may terminate Your rights to access and
use those portions of the Services that are subject to such
Infringement Claim, in which case MONITIO INTELLIGENCE will refund
You a pro rata amount of any prepaid fees applicable to the
unutilized portion of the Term of the terminated Services. THIS
SECTION 7.2 REPRESENTS THE SOLE AND EXCLUSIVE REMEDY AVAILABLE TO
YOU AGAINST MONITIO INTELLIGENCE FOR ANY INFRINGEMENT
CLAIMS.Notwithstanding the foregoing, MONITIO INTELLIGENCE has no
obligation with respect to any actual or claimed infringement if
the Infringement Claim is solely caused by Your data, use of the
Services other than as specified in Documentation, or Your
combination of the Services with any products, software, services,
data or other materials not provided by, required by, or approved
by MONITIO INTELLIGENCE, unless such use is necessary in order to
use the Services as instructed by MONITIO INTELLIGENCE.
-
THIRD PARTY DEVELOPERS
-
The Services may include features and functionality that permit
you to connect the Services to any third party applications
("Third Party Applications") developed by third parties ("Third
Party Developers"). You acknowledge and agree that:
-
MONITIO INTELLIGENCE is not such Third Party Developers and is
not an Affiliate of such Third Party Developers; and
-
To the extent that You authorize the use of the Services in
connection with Third Party Applications, You consent to MONITIO
INTELLIGENCE releasing to Third Party Developers any
Confidential Information entered into the Services reasonably
required by such Third Party Developers for the proper fuse of
such Third Party Applications, and such Third Party Developer's
use of such Confidential Information shall be governed by Your
agreement with such Third Party Developers;
-
MONITIO INTELLIGENCE does not monitor or have any control over,
and makes no claim or representation regarding Third Party
Applications or Third Party Developers and MONITIO INTELLIGENCE
are not responsible or liable, directly or indirectly, for any
damage, loss or liability caused or alleged to be caused by or
in connection with any use of or reliance on any of the
foregoing.
-
MONITIO INTELLIGENCE makes no representations or warranties
regarding Third Party Developers, Third Party Applications, or
their use of Confidential Information, to anyone, express, implied
or statutory (including warranties of design, operation, or
fitness for any use or purpose). No representation or warranty by
such Third Party Developers is binding on MONITIO INTELLIGENCE nor
shall breach of such representation or warranty relieve You of
your obligations to MONITIO INTELLIGENCE. Third Party Developers
may require You to enter into license agreements or pay license
fees for the use of their Third Party Applications, which, unless
expressly set out herein, are not included in the Fees.
-
The Services may contain features designed to interoperate with
Third Party Applications. To use such features, You may be
required to obtain access to such Third Party Applications
directly from the provider. If the provider of any such Third
Party Application ceases to make the Third Party Application
available for interoperation with the corresponding Service
feature, MONITIO INTELLIGENCE may cease to provide such Service
features without any obligation of a refund, credit or other
compensation to You.
-
INTELLECTUAL PROPERTY
-
Ownership.Except as expressly set forth herein, no express or
implied license or right of any kind is granted to You regarding
the Services, MONITIO INTELLIGENCE Intellectual Property, or any
part of the foregoing, including any right to obtain possession of
any source code, data or other technical material relating to
MONITIO INTELLIGENCE Intellectual Property. All Intellectual
Property Rights or made available or disclosed to You in the
provision of the Services are and shall remain the sole and
exclusive property of MONITIO INTELLIGENCE and except for the
limited license to use the Intellectual Property as part of your
use of the Services in accordance with this Agreement, no right,
title, or interest is granted in the Intellectual Property.
-
MONITIO INTELLIGENCE and its Affiliates shall own all rights,
title and interest, including all Intellectual Property Rights, in
and to any improvements to the Services or any new programs,
upgrades, modifications or enhancements thereto, even when such
refinements and improvements result from Your Feedback. To the
extent, if any, that ownership in such refinements and
improvements does not automatically vest in MONITIO INTELLIGENCE
or its Affiliates by virtue of this Agreement or otherwise, You
hereby transfer and assign to MONITIO INTELLIGENCE all rights,
title, and interest which You may have to such refinements and
improvements. As between the parties, You own all Intellectual
Property rights in Your Personal Information provided pursuant to
this Agreement.
-
FEES AND PAYMENT
-
Fees. You shall pay MONITIO INTELLIGENCE the Fees as set forth in
the applicable Order Form and in accordance with this Section 10
without off-set or deduction. Fees are based on the number of
devices being used to access the Services, the subscription and
services package selected by You from MONITIO INTELLIGENCE.
-
Payment: You shall pay all Fees within 30 days from date of the
applicable invoice, unless otherwise expressly agreed in writing
between the parties. The Fees will be invoiced in advance on an
annual subscription model basis, unless otherwise expressly agreed
by the parties.
-
Credit Card. To the extent that Fees are billed and paid through
a third party credit card processor, such third party's standard
terms and conditions shall apply.
-
Taxes. All Fees and other amounts payable by You under this
Agreement are exclusive of taxes and similar assessments. Without
limiting the foregoing, You are responsible for all sales, use,
and excise taxes, and any other similar taxes, duties, and charges
of any kind imposed by any federal, state, or local government,
financial institution or regulatory authority on any amounts
payable by You hereunder, other than any taxes imposed on Monitio
Intelligence's income.
-
No Deductions or Setoffs. All amounts payable to MONITIO
INTELLIGENCE under this Agreement shall be paid by You to MONITIO
INTELLIGENCE in full without any setoff, recoupment, counterclaim,
deduction, debit, or withhold for any reason (other than any
deduction or withholding of tax as may be required by Applicable
Law).
-
Bank Charges. You are responsible for Your own electronic funds
transfers, transfer or other related service fees or charges
related to payment to MONITIO INTELLIGENCE.
-
Expenses: You will reimburse expenses related to Monitio
Intelligence's performance of on-site services as requested under
an applicable Order Form and in accordance with Your travel
policies (where agreed to apply). MONITIO INTELLIGENCE will
provide such reasonable receipts or other documentation of
expenses as You may reasonably request.
-
Late or Non-Payment. Failure to make any payment when due shall
constitute a material breach of this Agreement. In addition to all
other remedies available to MONITIO INTELLIGENCE under this
Agreement or under Applicable Law:
-
MONITIO INTELLIGENCE may charge interest on the past due
amounts at a rate of 1.5% per month calculated daily and
compounded monthly (18% per annum equivalency) or, if such
interest rate is not permitted by Applicable Law, then the
highest rate permitted under Applicable Law commencing on the
due date until such time as it is paid;
-
You shall reimburse MONITIO INTELLIGENCE for all reasonable
costs incurred by MONITIO INTELLIGENCE in collecting any late
payments or interest, including attorney's fees, court costs,
and collection agency fees;
-
If such failure continues for five (5) days following written
notice thereof, MONITIO INTELLIGENCE may suspend performance of
the Services until all past due amounts have been paid, without
incurring any obligation or liability to You or any other Person
by reason of such suspension.
-
Fee Increases. In the event You increase the number of devices
with access to the Services during a subscription term, You must
promptly notify MONITIO INTELLIGENCE and MONITIO INTELLIGENCE may,
at its discretion, change the Fees applicable to the add-on device
license based on its then current fee structure. MONITIO
INTELLIGENCE reserves the right to increase the Fees on renewal of
the subscription services by providing written notice to You at
least 30 days prior to commencement of the renewal term.
-
Currency. Except where otherwise expressly provided, all monetary
amounts in this Agreement are stated and shall be paid in U.S.
Dollars (USD).
-
TERM AND TERMINATION
-
Initial Term. This Agreement shall commence on the Effective Date
and unless terminated earlier pursuant any of the Agreements
express provisions, will continue in effect for one (1) year from
such date unless agreed otherwise in writing (the "Initial
Term").
-
Renewal Term. This Agreement will automatically renew for
additional consecutive periods of same length as the Initial Term
unless (a) terminated pursuant to this Agreement's express
provisions or (b) either party gives the other party written
notice of non-renewal at least 30 days prior to the expiration of
the then-current term (each a "Renewal Term" and together with the
Initial Term, the "Term")
-
Termination. In addition to any other express termination right
set forth elsewhere in this Agreement:
-
MONITIO INTELLIGENCE may terminate this Agreement, effective on
written notice to You, if You: (a) fail to comply with notice of
non-payment under section 10.8.3; or (b) breaches any of its
obligations under section 4.3-4.4.
-
Either party may terminate this Agreement, effective on written
notice to the other party, if the other party materially
breaches this Agreement, and such breach: (a) is incapable of
cure; or (b) being capable of cure, remains uncured 30 days
after the non-breaching party provides the breaching party with
written notice of such breach; and
-
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 bankruptcy or
otherwise becomes subject, voluntarily or involuntary, 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 credits; 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 (e ) there is a force majeure (as specified in section
14.11) event lasting more than 30 days.
-
EFFECT OF TERMINATION
-
Upon any expiration or termination of this Agreement, except as
expressly otherwise provided in this Agreement:
-
all rights, licenses, consents, and authorizations granted by
either party to the other hereunder will immediately
terminate;
-
You shall immediately discontinue use of the Services on all
devices and You shall delete or destroy all electronic and
physical stand-alone copies of the Services.
-
Termination will not relieve You of obligation to pay any Fees
accrued or payable to MONITIO INTELLIGENCE under the terms of this
Agreement and You shall remain obligated to pay all Fees owed for
the remainder of any subscription term for the Services, all of
which Fees shall become immediately due and payable in full.
-
Upon Your written request, provided such request is made within
30 days of the date of termination of this Agreement, MONITIO
INTELLIGENCE will make available a CSV extract of Your
Confidential Information entered into the Services and that is in
Monitio Intelligence's possession or control. MONITIO INTELLIGENCE
will have no obligation to retain, maintain or provide You with
such data after 30 days from termination unless agreed to in
writing between the parties and thereafter MONITIO INTELLIGENCE
may, at its option, delete or destroy all copies of Your
Confidential Information in its possession or control.
-
Notwithstanding anything to the contrary in this Agreement,
MONITIO INTELLIGENCE may retain the Confidential Information (a)
solely to the extent and for so long as required by Applicable
Law; and (b) in its backups, archives, and disaster recovery
systems until such Confidential Information is deleted in the
ordinary course; and (c) all such information described in this
section will remain subject to all confidentiality requirements of
this Agreement.
-
LIMITATION OF LIABILITY AND DISCLAIMERS
-
Disclaimer Of Warranties. EXCEPT AS MAY BE OTHERWISE SPECIFICALLY
PROVIDED HEREIN: (1) THE SERVICES ARE PROVIDED "AS IS" WITHOUT
WARRANTY OF ANY KIND; AND (2) TO THE MAXIMUM EXTENT PERMITTED BY
LAW, MONITIO INTELLIGENCE AND ITS AFFILIATES EACH EXPRESSLY
DISCLAIM ANY AND ALL WARRANTIES, CONDITIONS, REPRESENTATIONS, AND
GUARANTEES WITH RESPECT TO THE SERVICES, WHETHER EXPRESS OR
IMPLIED, ARISING BY LAW, CUSTOM, PRIOR ORAL OR WRITTEN STATEMENTS,
OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, ANY WARRANTY OF
MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR
NONINFRINGEMENT. NO REPRESENTATION OR OTHER AFFIRMATION OF FACT,
INCLUDING, WITHOUT LIMITATION, STATEMENTS REGARDING CAPACITY,
SUITABILITY FOR USE OR PERFORMANCE OF THE SERVICES, WHETHER MADE
BY REPRESENTATIVE OF MONITIO INTELLIGENCE OR OTHERWISE, WHICH IS
NOT CONTAINED IN THIS AGREEMENT, SHALL BE DEEMED TO BE A WARRANTY
BY MONITIO INTELLIGENCE FOR ANY PURPOSE, OR GIVE RISE TO ANY
LIABILITY OF MONITIO INTELLIGENCE WHATSOEVER. EXCEPT AS MAY BE
OTHERWISE SPECIFICALLY PROVIDED HEREIN, MONITIO INTELLIGENCE
SPECIFICALLY DISCLAIMS, WITHOUT LIMITATION, ALL REPRESENTATIONS
AND WARRANTIES OF ANY KIND, EXPRESS, IMPLIED OR OTHERWISE.
-
UNDER NO CIRCUMSTANCES SHALL EITHER PARTY OR IT'S AFFILIATES BE
LIABLE TO THE OTHER PARTY UNDER OR IN CONNECTION WITH THIS
AGREEMENT (INCLUDING ALL APPLICABLE ADDENDUMS) OR ITS SUBJECT
MATTER UNDER ANY LEGAL OR THEORY, INCLUDING BREACH OF CONTRACT,
TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, AND OTHERWISE FOR
ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR EXEMPLARY
DAMAGES (EVEN IF THE OTHER PARTY HAS BEEN ADVISED OF THE
POSSIBILITY OF SUCH DAMAGES), INCLUDING BUT NOT LIMITED TO LOSS OF
REVENUE, PROFITS OR BUSINESS, COSTS OF DELAY, COSTS OF LOST OR
DAMAGED DATA OR DOCUMENTATION.
-
EXCEPT FOR (A) A BREACH OF YOUR LICENSE TO USE THE INTELLECTUAL
PROPERTY AS SET OUT IN SECTION 4 OF THIS AGREEMENT, (B) YOUR
OBLIGATION TO PAY THE FEES UNDER THIS AGREEMENT, (C) EITHER
PARTY'S LIABILITY FOR CLAIMS OF GROSS NEGLIGENCE OR WILLFUL
MISCONDUCT, OR (D) ANY LIABILITY THAT CANNOT BE LIMITED OR
EXCLUDED UNDER APPLICABLE LAW, IN NO EVENT WILL THE AGGREGATE
LIABILITY OF EACH PARTY (AND ITS RESPECTIVE AFFILIATES) TO THE
OTHER PARTY ARISING UNDER OR RELATED TO ANY SUBJECT MATTER OF THIS
AGREEMENT (INCLUDING ALL APPLICABLE ADDENDUMS) EXCEED THE AMOUNTS
ACTUALLY PAID OR PAYABLE BY YOU TO MONITIO INTELLIGENCE UNDER THIS
AGREEMENT IN THE TWELVE (12) MONTH PERIOD PRECEDING THE EVENT
GIVING RISE TO THE CLAIM.
-
GENERAL PROVISIONS
-
Export Compliance. The Services and Monitio Materials,
technology, and derivatives thereof may be subject to export laws
and regulations of the United States and other jurisdictions.
MONITIO INTELLIGENCE and You each represents that it is not named
on any U.S. government denied-party list or similar list in any
other jurisdictions. You will not permit any Authorised User to
access or use any Service in a U.S.-embargoed country or region or
in violation of any U.S. export law or regulation or in violation
of any other country's export laws or regulations directly
applicable to MONITIO INTELLIGENCE or its Affiliates.
-
Outage Policy. YOU ACKNOWLEDGE AND UNDERSTAND THAT MONITIO
INTELLIGENCE DOES NOT WARRANT THAT THE SERVICES WILL BE
UNINTERRUPTED OR ERROR FREE AND THAT MONITIO INTELLIGENCE
MAY OCCASIONALLY EXPERIENCE DISRUPTION DUE TO INTERNET DISRUPTIONS
OR DISRUPTIONS THAT ARE NOT WITHIN MONTIO INTELLIGENCE'S CONTROL.
ANY SUCH DISRUPTION SHALL NOT BE CONSIDERED A BREACH OF THIS
AGREEMENT.
-
Modifications. Except as otherwise indicated below, modifications
to this Agreement will take effect at the next renewal of your
subscription term and will automatically apply as of the renewal
date unless you elect not to renew pursuant to section 11.2.
Notwithstanding the forgoing, in some cases including but not
limited to where changes are needed to address compliance with
Applicable Laws, or as necessary for new features, Monitio
Intelligence may specify that such modifications become
effective during the current subscription term. If the effective
date of such modifications is during Your then current
subscription term and You object to the modifications, then (as
Your exclusive remedy) You may terminate Your affected Order
Form(s) upon notice to Monitio Intelligence . MONITIO INTELLIGENCE
will refund You any Fees you have pre-paid for use of the affected
Services for the terminated portion of the applicable subscription
term. To exercise this right, You must provide MONITIO
INTELLIGENCE with notice of Your objection and termination within
thirty (30) days of MONITIO INTELLIGENCE providing notice of the
modifications. For avoidance of doubt, any Order Form is subject
to the version of this Agreement in effect at the time of the
Order Form, unless agreed in writing by the Parties.
-
Feedback. You may from time to time provide MONITIO INTELLIGENCE
suggestions, comments or other feedback regarding the
Services("Feedback") . You agree that all Feedback is and shall be given entirely
voluntarily. You hereby grant to MONITIO INTELLIGENCE a worldwide,
perpetual, irrevocable, royalty-free license to use and
incorporate into its Services any suggestion, enhancement request,
recommendation, correction or Feedback provided by You relating to
the use and operation of the Services.
-
Subcontractors. MONITIO INTELLIGENCE may from time to time in its
reasonable discretion may have third parties perform any part of
the Services. MONITIO INTELLIGENCE will at all times remain
responsible for such third parties and their compliance in
accordance with this Agreement.
-
Data Transfer. MONITIO INTELLIGENCE is a Canadian entity with
offices in Europe and United States and undertakes processing of
Personal Information across these offices, and such Personal
Information may be accessed by its Representatives from any
location outside of the country from where the Personal
Information originated. You hereby provide your consent for
MONITIO INTELLIGENCE to transfer, access, process Personal
Information from any location subject to Applicable Laws. MONITIO
INTELLIGENCE may need to provide certain communications, such as
service announcements and administrative messages. These
communications are considered as part of the Services.
-
Evaluations, trials and betas. MONITIO INTELLIGENCE may, but is
not obligated to, provide access to trial accounts, trial use and
Beta Versions to You and this Agreement shall apply to your use of
the same and may be subject to any additional terms that MONITIO
INTELLIGENCE may specify and is only permitted during the term we
designate (or, if not designated, until terminated in accordance
with the Agreement). MONITIO INTELLIGENCE may modify or terminate
your right to use trial accounts and Beta Versions at any time and
for any reason in its sole discretion, without liability to you.
You understand that Beta Versions are still under development, and
may be inoperable or incomplete and are likely to contain more
errors and bugs than the generally available on the Software
Services. MONITIO INTELLIGENCE makes no promises that any Beta
Versions will ever be made generally available. To the maximum
extent permitted by applicable law, we disclaim all obligations or
liabilities with respect to trial accounts, and Beta Versions
including any Support, warranty and indemnity obligations.
-
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
restriction.
-
Anti- Slavery and Sanction. You shall ensure that You have in
existence, and have maintained and enforced an adequate anti-
slavery and human trafficking policy with required procedures in
place to ensure compliance with all applicable legislations,
statutes and codes from time to time in force under Applicable Law
including but not limited to the Modern Slavery Act 2015. You
shall (i) upon request by MONITIO INTELLIGENCE, certify in writing
that You remain in compliance with this Section 14.9; and (ii) not
directly or indirectly, engage in or conspire to engage in any
transaction that violates, or attempts to violate, any of the
material provisions set forth in any applicable economic or
financial sanctions or trade embargoes imposed, administered or
enforced from time to time by Her Majesty, the European Union, the
US Government (including those administered by OFAC), the United
Nations or any other relevant sanctions authority.
-
Proper Law. This Agreement shall be governed by and construed in
accordance with the laws of the province of Ontario and the
parties agree to attorn to the exclusive jurisdiction of
Ontario.
-
Assignment. This Agreement may not be transferred or assigned by
either party without the prior written consent of the other party,
whose consent may not be unreasonably withheld or delayed.
Notwithstanding the foregoing, either party may transfer or assign
this Agreement (a) to an Affiliate; (b) in the event of a sale,
merger or other transfer of substantially all of its business and
assets; or (c) in the event of a sale or transfer by MONITIO
INTELLIGENCE of the Services and substantially all Monitio
Intelligence's business components required to operate the
Services, without the other party's consent. The terms and
conditions of this Agreement shall enure to the benefit of and be
enforceable by the parties hereto and their permitted successors
and assigns
-
Notice. All legal notices will be in writing and addressed to the
attention of the other party's General Counsel (or chief legal
officer) of its Legal Department unless notified otherwise. All
notices shall be in English and shall be effective upon actual
receipt, except for notices sent by e-mail or other electronic
means, which shall be deemed to have been received the day after
such notices are sent. All legal notices to MONITIO INTELLIGENCE
shall be sent to [email protected]
along with a hard copy to #112 ?C 3600 Steeles Ave E, Markham, ON
L3R 9Z7.
-
Force Majeure. Neither party shall be deemed in default
hereunder, nor shall it hold the other party responsible for, any
cessation, interruption or delay in the performance of its
obligations hereunder due to causes beyond its reasonable control
including, but not limited to, earthquake, flood, fire, storm or
other natural disaster, act of God, labor controversy or threat
thereof, civil disturbance or commotion, act of terrorism,
disruption of the public markets, war or armed conflict or the
inability to obtain sufficient material, supplies, labor,
transportation, power or other essential commodity or service
required in the conduct of its business, including Internet
access, or any change in or the adoption of any law, ordinance,
rule, regulation, order, judgment or decree.
-
Enforceability. Failure to enforce any provision will not
constitute a waiver. If any provision of this Agreement is found
unenforceable, the balance of this Agreement will remain in full
force and effect.
-
Relationship. The Agreement shall not be construed as creating
any partnership, joint venture, or agency among the parties and no
party shall be deemed to be the legal representative of any other
party for the purposes of the Agreement. No party shall have and
shall not represent itself as having, any authority to act for, to
undertake any obligation on behalf of any other party, except as
expressly provided in the Agreement.
-
Interpretation. In the Agreement, unless the context otherwise
requires, the masculine includes the feminine and the neuter
genders and the plural includes the singular and vice versa, "or"
is not exclusive" and "including" is not limiting, whether or not
such non-limiting language (such as "without limitation" or "but
not limited to") is used with reference to it, and modifications
to the provisions of the Agreement may be made accordingly as the
context requires. The headings used in the Agreement are for
convenience and reference only and shall not affect the
construction or interpretation of this Agreement. It is intended
that this Agreement shall not violate any Applicable Law and the
unenforceability or invalidity of any provision (in accordance
with a court's ruling) shall not affect the force and validity of
the remaining provisions and such provisions determined to be
invalid shall be deemed severed from this Agreement and, to the
extent possible, be replaced with terms which as closely as
possible approximate the interest and economic intent of such
invalid provisions.
-
Survival. The provisions set forth in the following Sections, and
any other right or obligation of the parties in this Agreement
that, by its nature, should survive termination or expiration of
this Agreement will survive any expiration or termination of this
Agreement: Section 1 (Definitions), Section 2.5 (Use of Data),
Section 6(Confidential Information), Section 7 (Indemnification),
Section 9 (Intellectual Property), Section 12 (Effects of
Termination), Section 13 (Limitation of Liability), Section 14
(General Provisions).
-
Entire Agreement. This Agreement and any referenced exhibits or
other Documents therein constitutes the entire understanding of
the parties with respect to this subject matter. This Agreement
supersedes all previous communications between the parties,
whether written or oral, with respect to the subject matter
herein. In the event of any conflict or inconsistency among the
following documents, the order of precedence shall be: (1) the
applicable Order Form, (2) these Terms and Conditions and (3)
other referenced documentation. If You issue a purchase order in
connection with an Order, such purchase order shall be solely for
Your internal administrative purposes and to facilitate payment.
In no event shall the terms of such purchase order modify or
become part of this Agreement or become binding on MONITIO
INTELLIGENCE even if MONITIO INTELLIGENCE signs an acknowledgment
copy of such purchase order.
-
U.N. Convention. The parties agree that the United Nations
Convention on the International Sale of Goods shall not apply to
this Agreement and shall not apply to any Order Form issued in
connection herewith.
Last Updated: November 3, 2020.