Template Provider Terms of Service
The Compliance Store
Last Updated November 21, 2022
Please read the terms and conditions of these Template Provider Terms of Service carefully before using the Compliance Store.
By registering as a Template Provider or using the Services, Template Provider acknowledges and agrees that it has read, accepts, and agrees to be bound by and comply with this Agreement, as amended from time to time in accordance with Section 12.11 . If Template Provider does not accept and agree to be bound by this Agreement, or is not capable of agreeing to the terms of this Agreement, Template Provider will immediately cease any use of the Services.
As a condition of entering into this Agreement, Template Provider represents and warrants that: (a) it has the capacity to enter into this Agreement; (b) it will comply with this Agreement; (c) it has all ownership and intellectual property rights in the Original Templates; and (d) all information supplied by Template Provider to Provision is true, accurate, current and complete.
In the event Template Provider is providing consulting services or are otherwise acting on behalf of another person (the "Ultimate Recipient"), Template Provider represents and warrants to Provision that Template Provider is acting as an agent of the Ultimate Recipient and has the authority to bind the Ultimate Recipient to this Agreement. In this Agreement, 'Template Provider' includes the Ultimate Recipient. In the event Template Provider is subcontracting the development of any Original Templates, Template Provider will be responsible for ensuring that the Original Templates, the Digital Templates, and the relevant subcontractor comply with this Agreement.
The Services may not be accessed for purposes of monitoring their availability, performance or functionality, or for any other benchmarking or competitive purposes. Provision's direct competitors are prohibited from accessing the Services, except with Provision's prior written consent.
BACKGROUND AND SERVICES
Background. Provision is a technology company offering cloud-based food safety and quality assurance software (the "Provision Platform") to companies in the food and beverage industry ("Customers"). Provision operates an online marketplace (the "Compliance Store") through which Customers can purchase any combination of digital record, policy, and procedure templates (the "Digital Templates") from Template Providers for use within the Provision Platform.
Professional Services. Following the execution of the PS Addendum and payment of the Set-up Fee in accordance with Section 5, Provision will provide Template Provider the Professional Services (as defined in the PS Addendum).
Exclusions. The Parties agree that Provision will not provide any compliance, professional or expert advice of any kind, including, but not limited to any advice regarding food safety, management, or workplace standards.
Services. Together, the Compliance Store and the Professional Services are the "Services".
INTELLECTUAL PROPERTY, LICENSE GRANTS, AND OWNERSHIP
License Grants by Provision. Provision retains all ownership and intellectual property rights in and to the Compliance Store, the Professional Services, the Provision Platform, the Digital Templates (excluding the Original Templates), and any software, data, information, records, outlines, and files provided or prepared by Provision (collectively, the "Provision Intellectual Property"). Subject to the terms and conditions of this Agreement, Provision grants to Template Provider a revocable, non-exclusive, non-transferable, non sub-licensable worldwide, license during the Term to the extent required for Template Provider to access and use the Services.
Rights Reserved by Provision. Provision expressly reserves all rights in the Provision Intellectual Property and all other materials provided by Provision hereunder not specifically granted to Template Provider. It is acknowledged that all right, title and interest in the Services, the Digital Templates, and all other materials provided by Provision hereunder, any update, adaptation, translation, customization or derivative work thereof, and all intellectual property rights therein will remain with Provision (or third party suppliers, if applicable) and that the Services and all other materials provided by Provision hereunder are licensed on a subscription basis and not "sold" to Template Provider.
Rights Reserved by Template Provider. Template Provider expressly reserves all ownership and intellectual rights in any content, data, information, records and files that Template Provider or any other person acting with Template Provider's permission loads, transmits to or enters into the Services for the creation of the Digital Templates by Provision (collectively, the "Original Templates").
License to the Original Templates. Subject to the terms and conditions of this Agreement, Template Provider grants to Provision a royalty-free, fully paid-up, non-exclusive, irrevocable, transferable, sublicensable and worldwide license to: (a) modify, display, transfer, host, use, process, store, disclose and transmit the Original Templates on the Compliance Store; (b) provide the Professional Services; (c) provide information and details related to the Template Provider and the Original Templates to Customers and prospective Customers; (d) promote the Template Provider and the Original Templates; (e) improve and enhance the Services and its other offerings; and (f) produce and/or generate data, information, or other materials that are anonymized and not identified as relating to the Template Provider (such data, information and materials, the "Aggregated and Anonymized Data").
Aggregated and Anonymized Data. Provision may use, process, store, disclose and transmit the Aggregated and Anonymized Data for any purpose and without restriction or obligation to Template Provider of any kind. As between Provision and Template Provider, all right, title, and interest in Aggregated and Anonymized Data, and all intellectual property rights therein, belong to and are retained solely by Provision. Template Provider acknowledges that Provision will be compiling Aggregated and Anonymized Data taken in connection with the Services. Template Provider agrees that Provision may: (a) make such Aggregated and Anonymized Data publicly available; (b) use such information to the extent permitted by applicable law at Provision's discretion.
Right to List as a Template Provider. Template Provider agrees that Provision may utilize Template Provider's entity name in listings of current Template Providers on the Website, the Compliance Store, and the Provision Platform. Template Provider further agrees that Provision may use Template Provider's entity name in Provision's marketing and advertising campaigns without prior notice to Template Provider. All goodwill arising from such use of Template Provider's entity name enures to Template Provider.
Reviews and Consumer Comments. Template Provider acknowledges and agrees that Customers may provide information about their use of the Digital Templates ("Reviews") on the Compliance Store and the Provision Platform, including comments, reviews, suggestions, and ratings. Provision may display, publish, host, store, disclose and transmit the Reviews on the Compliance Store and the Provision Platform at Provision's discretion, without prior notice to Template Provider.
Feedback. Template Provider grants to Provision and its affiliates a worldwide, perpetual, irrevocable, royalty-free license to use and incorporate into the Provision Platform, any suggestion, enhancement request, recommendation, correction or other feedback provided by Template Provider relating to the operation of the Services the Provision Intellectual Property ("Feedback"). Nothing in this Agreement will restrict Provision's right to use, profit from, disclose, publish or otherwise exploit any Feedback, without compensation to Template Provider and without any obligation to Template Provider. Provision is not obligated to use any Feedback.
Privacy. Template Provider represents and warrants that the Original Templates will not contain any personally identifiable data. Provision's collection, use, storage, process, disclosure and deletion of information about an identifiable individual provided by Template Provider under this Agreement is governed by applicable privacy and data protection laws.
As between Provision and Template Provider, Template Provider is solely responsible for the accuracy, quality, integrity, legality, reliability, and appropriateness of all Original Templates and the final form of all Digital Templates. Template Provider will ensure that the final format of all Digital Templates meets Template Provider's specifications and requirements at all times.
Template Provider understands that the technical processing and transmission of Original Templates and the Digital Templates is fundamentally necessary to use the Services. Therefore, Template Provider expressly consents to Provision's storage of Original Templates, which will involve transmission over the Internet, and over various networks, only part of which may be owned and/or operated by Provision.
Template Provider will employ all physical, administrative, and technical controls, screening, and security procedures and other safeguards necessary to: (a) securely administer the distribution and use of all credentials and protect against any unauthorized access to, or use of, the Services; and (b) control the content and use of Original Templates, including the uploading of the Original Templates for processing by the Services.
The Services do not replace the need for Template Provider to maintain regular data backups or redundant data archives. Provision has no obligation or liability for any loss, alteration, destruction, damage, corruption, or recovery of Original Templates or Digital Templates resulting from Template Provider's failure to comply with its obligations under this Section or otherwise in this Agreement.
Suspension of Access. In addition to any other suspension or termination rights of Provision pursuant to this Agreement, certain extraordinary circumstances may require Provision to suspend or terminate (where appropriate), as determined in Provision's discretion, Template Provider's access to and/or use of, or otherwise modify, the Services and/or any component thereof, without notice in order to: (a) prevent damages to, or degradation of the integrity of, Provision's network; (b) comply with any law, regulation, court order, or other governmental request or order; or (c) otherwise protect Provision from potential legal liability or harm to its reputation or business. Provision will use commercially reasonable efforts to notify Template Provider of the reason(s) for such suspension or termination action as soon as reasonably practicable. In the event of a suspension, Provision will promptly restore Template Provider's access to the Services as soon as the event giving rise to the suspension has been resolved as determined in Provision's discretion. Nothing contained in this Agreement will be construed to limit Provision's actions or remedies or act as a waiver of Provision's rights in any way with respect to any of the foregoing activities. Provision will not be responsible for any loss or damages incurred by Template Provider as a result of any termination or suspension of access to or use of the Services under this Section.
TEMPLATE PROVIDER RESPONSIBILITIES
Limitations. Template Provider will not and will not permit any other person to: (a) modify, adapt, alter or translate the Provision Platform or the Compliance Store; (b) sublicense, lease, rent, loan, distribute, or otherwise transfer any rights Template Provider has under this Agreement to any other person; (c) reverse engineer, decompile, disassemble, or otherwise derive or determine or attempt to derive or determine the source code (or algorithms, structure or organization) of any software underlying the Services; (d) use or copy the any software underlying the Services except as expressly allowed hereunder. Without limiting any other section of this Agreement, Template Provider is responsible for identifying and authenticating any users it permits to access and use the Services, and for such users' compliance with this Agreement.
Template Provider Responsibilities. For greater certainty but without limiting the generality of the foregoing, Template Provider will not, and will not permit any other person, to:
use or permit any other person to use the Services except as permitted by this Agreement;
use or permit any other person to use the Services to collect, transmit or process: (A) infringing, obscene, threatening, offensive, libellous, or otherwise unlawful or tortious material, including material that is harmful to children or violates third party privacy rights; (B) any non-public or personally-identifiable data regarding an individual's financial or economic identity, sexual orientation, religious beliefs, medical or physical identity;
use or permit any other person to use the Services to send, store, publish, post, upload or otherwise transmit any viruses, Trojan horses, worms, time bombs, corrupted files or other computer programming routines that are intended to damage, detrimentally interfere with, surreptitiously intercept or expropriate any systems, data, personal information or property of another;
continue to use the Services in a manner that interferes with or disrupts the integrity or performance of the Services following a notice from Provision of such use;
attempt to gain unauthorized access to the Services or its related systems or networks;
use or knowingly permit the use of any security testing tools in order to probe, scan or attempt to penetrate or ascertain the security of the Services;
use any data mining, robots or similar data gathering or extraction methods;
access the Services for the purpose of building a similar or competitive product or service or for the purpose of obtaining unauthorized access to the Services; or
copy, translate, create a derivative work of, reverse engineer, reverse assemble, disassemble, or decompile the Services or any part thereof or otherwise attempt to discover any source code or modify the Services.
FEES AND PAYMENT
Set Up Fees. Template Provider will pay to Provision the Set-Up Fee identified on the Registration Form within 30 days of the Effective Date.
Customer Fees. Provision will make the Digital Templates available to Customers on the Compliance Store pursuant to a separate agreement between Provision and the Customer (the "Customer Agreement") whereby the Customer pays an agreed-upon fee (the "Customer Fee") for access to the Template Provider's Digital Template through the Compliance Store. For the purpose of clarity, Template Provider acknowledges and agrees that it is not a party to the Customer Agreement and that Customer may terminate its subscription to the Digital Template in accordance with the terms of the Customer Agreement, which may include the payment of a cancellation fee from the Customer (the "Cancellation Fee"). In the event Customer pays the Cancellation Fee to Provision and Template Provider is in good standing with this Agreement, Provision will include the Cancellation Fee as a component of the Customer Fee. Provision reserves the right to reject any prospective customer at its discretion, and may suspend or terminate access to the Compliance Store or the Digital Template to any Customer at any time in accordance with the applicable Customer Agreement.
Changes to the Customer Fees. While Provision will make reasonable efforts to provide the Digital Templates to Customers at the Customer Fee agreed-to between the Parties on the Registration Form, Provision may, in its sole discretion: (a) provide free or discounted access of up to 30% to the Digital Templates for Customers on a time-limited basis; and (b) modify or change the Customer Fee. In the event Template Provider wishes to update the Customer Fee, Template Provider will provide written notice to Provision of such requested update and the Parties agree to enter into good faith negotiations. Any updates to the Customer Fee will need to be mutually agreed upon in writing, and will not change for any existing Customer.
Revenue Share. On a quarterly basis during the Term, Provision will pay Template Provider 70% of the Customer Fees received from Customers for the Digital Templates during the applicable quarter, less (a) discounts or promotional rates offered to the Customer; (b) any fees or costs incurred for marketing and promotion of the Digital Templates; (c) currency conversion or foreign exchange fees; (d) costs incurred to make the payment; and (e) any taxes or government fees (the "Revenue Share").
Invoices and Reports. Provision will issue Template Provider reports for all Digital Templates sold to Customers during the Term, and the Revenue Share payable to Template Provider. Upon request by Provision, Template Provider will issue an invoice to Provision for the Revenue Share.
Disputes. If Template Provider believes there in an error in the Revenue Share, Template Provider must contact Provision no later than 15 days from having received the Revenue Share payment in which the error appeared in order to dispute any amounts paid by Provision. Upon request, Provision will provide Template Provider with additional documentation and information that Provision reasonably considers to be required for Template Provider to verify the Revenue Share paid to Template Provider. In the event of a dispute, Provision is under no obligation to pay disputed amounts while a dispute is pending resolution.
Suspension of Revenue Share. Provision may suspend the accrual and payment of the Revenue Share in the event: (a) that Provision determines, at its sole discretion, that the Original Templates or the Digital Templates are inaccurate or out of date; or (b) Template Provider has not paid any outstanding fees to Provision. In the event a Customer terminates or suspends their subscription to the Digital Templates as a result of the Template being out of date or Provision's suspension of the Digital Templates, Template Provider agrees that it will not be entitled to any payment of the Cancellation Fee.
Payment of the Revenue Share. Revenue Share is only calculated when Provision receives full payment of the Customer Fees from the Customer. Provision will make all Revenue Share payments via electronic transfer in the currency indicated on the Registration Form. Template Provider is responsible for ensuring that Provision has accurate and up to date electronic transfer information.
Taxes. The Parties acknowledge that the Revenue Share (and any part thereof) paid or payable by Provision to Template Provider are exclusive of all applicable goods and services tax, harmonized sales tax, or other sales or value-added taxes.
REPRESENTATIONS, WARRANTIES AND COVENANTS.
Template Provider Representations, Warranties and Covenants. Template Provider has sole responsibility for the accuracy, appropriateness and completeness of all Original Templates and the corresponding Digital Templates, and updating the Original Templates and the Digital Templates as necessary during the Term. Template Provider represents, warrants and covenants that:
Template Provider has all necessary third party consents and permissions, and has made all required third party disclosures, regarding all uses, disclosure and transmission of Original Templates in connection with this Agreement, including to Provision, Customers, and any other applicable third party;
Template Provider has the lawful right to copy, transmit, distribute, and display the Original Templates as part of the Digital Templates, through the Compliance Store, and as part of the Provision Platform;
No personally identifiable information is contained in the Original Templates;
The Original Templates do not infringe, misappropriate or otherwise violate any intellectual property or other proprietary rights or violates any privacy rights of any third party (including, without limitation, any copyright, trademark, patent, trade secret, or other intellectual property right, or moral right or right of publicity);
The Original Templates are not false or misleading;
The Original Templates are not defamatory, obscene, or offensive;
The Digital Templates are accurate and up to date, and fulfil all requirements of the applicable compliance standards, program, regulations, certifications, and criteria identified in the Registration Form or the Compliance Store, all as updated from time to time;
Notify Provision immediately upon determining that the Digital Templates are no longer in compliance with Section 6.1(g); and
The Original Templates do not violate, or encourage any conduct that would violate, any applicable law or regulation or would give rise to civil or criminal liability.
Disclaimer. Provision will use the Original Templates it is provided in performing the Services and is not responsible for reviewing, validating or otherwise confirming the accuracy, appropriateness or completeness of Original Templates. Template Provider acknowledges that it is solely responsible, and that Provision has no responsibility or liability of any kind, for the legal compliance, functionality, content, development, operation, sale, performance, security, user interface, support and maintenance of the Original Templates, including the Digital Templates.
Mutual Representations, Warranties, and Covenants. Each Party represents, warrants and covenants to the other Party that:
Its performance of its obligations under this Agreement will comply at all times with all applicable laws, rules and regulation;
it has all required power and capacity to enter into this Agreement, to grant the rights and licences granted under this Agreement and to perform its obligations under this Agreement;
the execution of this Agreement has been duly authorized by all necessary corporate action; and
when executed and delivered by each of the Parties, this Agreement will constitute the legal, valid, and binding obligation of such Party, enforceable against such Party in accordance with its terms, except as may be limited by any applicable bankruptcy, insolvency, reorganization, arrangement, moratorium, or similar laws related to or affecting creditors' rights generally or the effect of general principles of equity
CONFIDENTIAL & PROPRIETARY INFORMATION
Definitions. For purposes of this Section 7, a Party receiving Confidential & Proprietary Information (as defined below) will be the "Recipient" and the Party disclosing such information will be the "Discloser" and "Confidential & Proprietary Information" includes (i) all information disclosed by Discloser to Recipient during the Term of this Agreement and marked as "confidential" or "proprietary" or which a reasonable person would understand to be confidential or proprietary; (ii) all parts of the Service, whether marked as "confidential" or "proprietary" or not, will be considered to be Provision Confidential & Proprietary Information; and (iii) all Original Templates, whether marked as "confidential" or "proprietary" or not, will be considered Template Provider's Confidential & Proprietary Information; provided, however, that Discloser's Confidential & Proprietary Information does not include: (i) information already known or independently developed by Recipient outside the scope of this relationship by personnel not having access to any Discloser's Confidential & Proprietary Information; (ii) information that is publicly available through no wrongful act of Recipient, or (iii) information received by Recipient from a third party who was free to disclose it without confidentiality obligations.
Covenant. Recipient hereby agrees that during the Term of this Agreement for so long as such information remains Confidential & Proprietary Information, it will not (i) disclose such Confidential & Proprietary Information of the Discloser to any person or entity, except to its own personnel, affiliates or contractors having a "need to know", for whom Recipient will be liable for any breach of confidentiality, and to such other recipients as the Discloser may approve in writing; (ii) use Confidential & Proprietary Information of the Discloser except to exercise its license rights or perform its obligations under this Agreement; or (iii) alter or remove from any Confidential & Proprietary Information of the Discloser any proprietary legend. Recipient will use at least the same degree of care in safeguarding the Confidential & Proprietary Information of the Discloser as it uses in safeguarding its own confidential information of a similar nature, but in no event will less than due diligence and reasonable care be exercised. Each Party will be deemed to have fulfilled its confidentiality obligations under this Section 7 (Confidential & Proprietary Information) if it affords the other Party's Confidential & Proprietary Information at least the same degree of care it takes in protecting its own confidential information from unauthorized disclosure (but in no event using less than a reasonable degree of care). Upon the earlier of Discloser's written request or termination or expiration of this Agreement, and regardless of whether a dispute may exist, Recipient will return or destroy (as instructed by Discloser) all Confidential & Proprietary Information of Discloser in its possession or control and cease all further use thereof. Provision may retain a copy of such Confidential & Proprietary Information for the sole purpose of and to the extent necessary for it to comply with applicable and legal, regulatory, and/or reasonable internal back-up or archival policies and requirements, provided that all Confidential & Proprietary Information so retained will be subject to the confidentiality obligations herein for as long as it remains in Provision's possession. Notwithstanding the foregoing, Recipient may disclose Discloser's Confidential & Proprietary Information to the extent that such disclosure is necessary for the Recipient to enforce its rights under this Agreement or is required by law or by the order of a court or similar judicial or administrative body, provided that the Recipient promptly notifies the Discloser in writing of such required disclosure and cooperates with the Discloser to seek an appropriate protective order or otherwise to prevent or limit such disclosure.
Injunctive Relief. Recipient acknowledges that violation of this Section 7 would cause irreparable harm to Discloser not adequately compensable by monetary damages. In addition to other relief, it is agreed that injunctive relief will be available without necessity of posting bond to prevent any actual or threatened violation of such provisions.
WARRANTIES AND DISCLAIMERS
Warranty Disclaimer. EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, THE COMPLIANCE STORE, THE SERVICES, AND THE DIGITAL TEMPLATES AS PROVIDED BY PROVISION TO TEMPLATE PROVIDER ARE PROVIDED "AS IS", "AS AVAILABLE", WITH ALL FAULTS AND WITHOUT WARRANTIES, REPRESENTATIONS OR CONDITIONS OF ANY KIND. PROVISION HEREBY DISCLAIMS ALL EXPRESS, IMPLIED, OR STATUTORY WARRANTIES, REPRESENTATIONS OR CONDITIONS, WHETHER WRITTEN OR ORAL, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, NONINFRINGEMENT, SECURITY, RELIABILITY, COMPLETENESS, QUIET ENJOYMENT, ACCURACY, QUALITY, INTEGRATION OR FITNESS FOR A PARTICULAR PURPOSE. PROVISION DOES NOT WARRANT THAT THE SERVICE WILL OPERATE WITHOUT INTERRUPTION OR BE ERROR FREE.
LIMITATION OF LIABILITIES
The Parties acknowledge that the following sections have been negotiated by them and reflect a fair allocation of risk and form an essential basis of the bargain and will survive and continue in full force and effect despite any failure of consideration or of an exclusive remedy:
AMOUNT. IN NO EVENT WILL THE TOTAL AGGREGATE LIABILITY OF PROVISION IN CONNECTION WITH OR UNDER THIS AGREEMENT EXCEED THE TOTAL AMOUNT OF FEES AND CHARGES PAID OR PAYABLE BY PROVISION UNDER THIS AGREEMENT IN THE PREVIOUS TWELVE MONTH PERIOD. FOR GREATER CERTAINTY, THE EXISTENCE OF ONE OR MORE CLAIMS UNDER THIS AGREEMENT WILL NOT INCREASE THE MAXIMUM LIABILITY AMOUNT SET OUT ABOVE. IN NO EVENT WILL PROVISION'S SUPPLIERS HAVE ANY LIABILITY ARISING OUT OF OR IN ANY WAY CONNECTED TO THIS AGREEMENT.
TYPE. IN NO EVENT WILL PROVISION BE LIABLE TO THE TEMPLATE PROVIDER FOR ANY (I) SPECIAL, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES, (II) LOST SAVINGS, PROFIT, DATA, USE, OR GOODWILL, (III) BUSINESS INTERRUPTION EVEN IF NOTIFIED IN ADVANCE OF SUCH POSSIBILITY, OR (IV) PERSONAL OR PROPERTY DAMAGE ARISING OUT OF OR IN ANY WAY CONNECTED TO THIS AGREEMENT, REGARDLESS OF CAUSE OF ACTION OR THE THEORY OF LIABILITY, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE, GROSS NEGLIGENCE, FUNDAMENTAL BREACH, BREACH OF A FUNDAMENTAL TERM) OR OTHERWISE. IN NO EVENT WILL PROVISION BE LIABLE FOR PROCUREMENT OR COSTS OF SUBSTITUTE PRODUCTS OR SERVICES.
Template Provider agrees to indemnify, defend and hold harmless Provision, its affiliates and their respective employees, officers, agents and directors (each an "Provision Indemnitee") from and against any and all losses, damages, judgments, settlements, interest, awards, penalties, fines, costs, or expenses of whatever kind incurred by an Provision Indemnitee arising out of or relating to: (a) the Digital Templates or the Original Templates; (b) Template Provider's breach of any of its obligations, representations, warranties or covenants; (c) any unauthorized use of the Services by the Template Provider; (d) Template Provider's or its personnel's gross negligence or wilful misconduct or fraud; or (e) the Customer's use of the Digital Templates or the Original Templates. Template Provider will not, without the prior written consent of Provision, agree to any settlement of any such claim that does not include a complete release of the Provision Indemnitee from all liability or that imposes any liability, obligation or restriction on the Provision Indemnitee. The Provision Indemnitee may participate in and observe the proceedings at its own cost and expense with counsel of its own choosing.
Termination for Cause. Either Party may, in addition to other relief, suspend or terminate this Agreement if the other Party breaches any material element thereof and such breach: (a) is incapable of cure; (b) being capable of cure, remains uncured 30 days after receipt of notice of default; or (c) the breaching Party has not commenced corrective action reasonably acceptable to the aggrieved Party with due diligence to completion. Either Party will be in default hereof if it becomes insolvent, makes an assignment for the benefit of its creditors, a receiver is appointed or a petition in bankruptcy is filed with respect to the Party and is not dismissed within 30 days.
Termination for Convenience. Either Party may terminate this Agreement upon 90 days' written notice to the other Party, unless otherwise provided for in the Registration Form.
Effect of Termination.
Upon termination or expiration of this Agreement:
all rights and obligations of both Parties including all licenses granted hereunder, will immediately terminate except as provided below;
within thirty (30) days after the effective date of termination, each Party will comply with the obligations to return or destroy all Confidential & Proprietary Information of the other Party;
Provision will remove any Digital Templates from the Compliance Store within 30 days after the effective date of termination;
Template Provider will no longer be required to keep the Digital Templates updated and accurate; and
Provision will continue to make available the Digital Template to all current Customers in accordance with the applicable Customer Agreement.
In the event that this Agreement is terminated pursuant to Section 11.1 or termination by Template Provider under Section 11.2, all Revenue Share payment obligations will immediately terminate. In the event that this Agreement is terminated pursuant to Section 11.2 by Provision, all Revenue Share payment obligations will continue in accordance with the terms of this Agreement for the duration of the Customer Agreements.
Survival. The following Sections will survive expiration or termination of this Agreement for any reason: Section 2 (Intellectual Property), Section 6 (Representations and Warranties), Section 7 (Confidential & Proprietary Information), Section 8 (Warranties and Disclaimers), Section 9 (Limitation of Liabilities), Section 10 (Indemnification), Section 11 (Termination), and Section 12 (General Provisions).
Notices. Notices sent to either party will be effective when delivered in writing and in person or by email, one day after being sent by overnight courier, or five days after being sent by first class mail postage prepaid to the other. Notices must be sent: (i) if to Provision to the following address: email@example.com and Brookfield Place, Suite 2700, 225 6 Ave SW, Calgary, AB T2P 1N2, and (ii) if to Template Provider to the address provided in the Registration Form. Provision may update its contact information by posting the new contact information on the Website or by giving notice thereof to Template Provider. Template Provider is solely responsible for keeping its contact information on file with Provision current at all times during the Term.
All notices to each Party will be effective immediately upon being delivered by email to the email address set out in the Registration Form. Either Party may change its contact information by providing notice of such change to the other Party. Each Party is solely responsible for keeping its contact information on file with the other Party current at all times during the Term.
Assignment and Subcontracting. Subject to the exceptions in this Section, neither Party may assign its rights and obligations under or transfer any of its interest in this Agreement, without the prior consent of the other Party. Any attempt to so assign or transfer is null and void. A Party may, without consent and upon written notice to the other Party, assign this Agreement or any rights or obligations hereunder in whole or in part: (a) to an affiliate; (b) to a purchaser of all or substantially all of the assets or entities that comprise an identifiable segment, portion, division or unit of a business (c) to a successor in interest of the assignor; or (d) as part of a corporate reorganization, amalgamation, consolidation or merger. This Agreement will inure to the benefit of and be binding upon the Parties, their permitted successors and permitted assignees. Provision may engage third parties to assist it in providing the Services or any part thereof. Provision will remain responsible for the performance of the Services by such subcontractors.
Choice of Law. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the Province of Alberta and the federal laws of Canada applicable therein, without regard to conflicts of law principles. The parties will initiate any lawsuits in connection with this Agreement in Calgary, Alberta and irrevocably attorn to the exclusive personal jurisdiction and venue of the courts sitting therein. This Agreement will not be governed by the United Nations Convention on Contracts for the International Sale of Goods, the application of which is hereby expressly excluded. This choice of jurisdiction does not prevent either party from seeking injunctive relief with respect to a violation of intellectual property rights or confidentiality obligations in any appropriate jurisdiction.
Construction. Except as otherwise provided herein, the Parties rights and remedies under this Agreement are cumulative. The term "including" means "including without limitation." The headings of sections of this Agreement are for reference purposes only and have no substantive effect.
Force Majeure. Neither Party will be liable for delays or failures of performance caused by any event or circumstances beyond that Party's reasonable control, including acts of God, acts of government, flood, fire, earthquakes, civil unrest, acts of terror, computer attacks or malicious acts, pandemics or public health emergencies, strikes or other labour problems (other than those involving that Party's employees), Internet service failures or delays, or the unavailability or modification by third parties of telecommunications or hosting infrastructure or third party websites, provided that the affected Party will resume its performance hereunder as soon as reasonably practicable. This Section does not apply to any of a Party's indemnification or payment obligations.
Severable. Any component of this Agreement found by a tribunal of competent jurisdiction to be illegal or unenforceable will be automatically conformed to the minimum requirements of law and all other sections will remain in full force and effect.
Waiver. Waiver of any section hereof in one instance will not preclude enforcement thereof on future occasions.
Independent Contractors. Template Provider's relationship to Provision is that of an independent contractor, and neither Party is an agent or partner of the other. Template Provider will not have, and will not represent to any third party that it has, any authority to act on behalf of Provision.
Entire Agreement. This Agreement constitutes the entire agreement between the Parties, and sets out all the covenants, promises, warranties, representations, conditions, understandings and agreements between the Parties pertaining to the subject matter of this Agreement. This Agreement supersedes all prior agreements, understandings, negotiations and discussions, whether oral or written. There are no covenants, promises, warranties, representations, conditions, understandings or other agreements, oral or written, express, implied or collateral between the Parties in connection with the subject matter of this Agreement except as specifically set forth in this Agreement or contemplated by this Agreement. This Agreement may be executed in one or more counterparts, each of which will be deemed an original and all of which will be taken together and deemed to be one instrument.
Amendments. No amendment, supplement, modification, waiver, or termination of this Agreement and, unless otherwise expressly specified in this Agreement, no consent or approval by any Party, will be binding unless executed in writing by the Party or Parties to be bound thereby. NOTWITHSTANDING THE PRECEDING SENTENCE, PROVISION MAY UNILATERALLY AMEND THIS AGREEMENT, IN WHOLE OR IN PART (EACH, AN "AMENDMENT"), BY GIVING TEMPLATE PROVIDER PRIOR NOTICE OF SUCH AMENDMENT OR POSTING NOTICE OF SUCH AMENDMENT ON THE WEBSITE. UNLESS OTHERWISE INDICATED BY PROVISION, ANY SUCH AMENDMENT WILL BECOME EFFECTIVE AS OF THE DATE THE NOTICE OF SUCH AMENDMENT IS PROVIDED TO TEMPLATE PROVIDER OR IS POSTED ON THE WEBSITE (WHICHEVER IS THE EARLIER).
Further Assurances. The Parties agree to do or cause to be done all acts or things necessary to implement and carry into effect this Agreement to its full extent.
English Language. It is the express wish of the Parties that this Agreement and all related documents be drawn up in English. C'est la volonté expresse des parties que la présente convention ainsi que les documents qui s'y rattachent soient rédigés en anglais.
Consent to Electronic Contract. Provision and Template Provider agree that this contract will be created in electronic form and may be executed by electronic means (including by signing up for a Template Provider account). A printed version of this Agreement and of any notice given in electronic form will be admissible in judicial or administrative proceedings based upon or relating to this Agreement to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form.