Last Modified: 10th August 2019
Please review these terms (the “Agreement”) carefully. Whenever used in this agreement Products and/or Services mean the software and/or hardware and/or network and/or other resources provided by TeejLab Inc. (collectively the “TeejLab Services”). Wherever used in this Agreement, “we”, “our”, “us”, and similar terms mean TeejLab. Wherever used in this Agreement, “you”, “your”, “Customer”, and similar terms mean the person or legal entity accessing or using the TeejLab Services. For the avoidance of doubt, if you are accessing and using the TeejLab Services on behalf of a company (such as your employer) or other legal entity, “you”, “your” or “Customer” means the company or other legal entity that you are using the TeejLab Services on behalf of.
By signing an Authorization Form referencing this Agreement or by accessing or using the TeejLab Services, you are confirming that you have read, understand and accept this Agreement. This Agreement can be updated from time to time in accordance with Section 10.5 below. You are responsible for regularly reviewing the most current version of this Agreement, which is published at: https://apidiscovery.teejlab.com/terms. When we change this Agreement, we will update the “Last Modified” date above.
This Agreement applies to the TeejLab Services, as further defined below. This agreement also apply to the use of TeejLab’s publicly available resources including but not limited to websites, plans, blogs, documents, images, sounds and others forms of data.
By signing an Authorization Form referencing this Agreement or accessing or using the TeejLab Services, you confirm that:
A. You will only use the TeejLab Services for business and/or professional and/or academic purposes;
B. You accept and will comply with this Agreement; and
C. You are responsible for anyone that uses the TeejLab Services through your account (“Authorized Users”), which may include your employees, consultants or contractors, or the employees, consultants or contractors of your “Affiliates”, which are companies or entities that you own, that own you, or that have the same owner or corporate parent as you. If you are a marketing agency or similar organization and provide access to the TeejLab Services to any of your clients or their employees, they are also your Authorized Users.
1. TeejLab Terminology.
(a) We use capitalization for terms that have a special meaning in this Agreement. While some terms are defined elsewhere, this section sets out the definitions of some key terms.
“Third-Party Services” are services that are not provided by TeejLab that you may access or use in connection with the TeejLab Services. They include the Application Programming Interface “API” (such as Web APIs provided by Google, Twitter, Amazon, Facebook, LinkedIn, and Instagram, etc.), which are integrated with the TeejLab Services, as well as the “Partner Services”, which are third-party services resold and/or facilitated by TeejLab as an authorized reseller.
“TeejLab Services” means products and/or services included in TeejLab’s Individual or Business or Enterprise plans and/or any other TeejLab products and/or services made available to you through an Authorization Form but does not include any Third-Party Services.
An “Authorization Form” is a document that we issue and that is signed or otherwise agreed to by you, which describes the TeejLab Services and/or Partner Services you are purchasing, including the fees, the quantities purchased, and any other details specifically related to those services.
“Content” is a generic term that means all information and data (such as text, images, photos, videos, audio and documents) in any format that is uploaded to, downloaded from or appears with the TeejLab Services.
“Customer Content” are the Content that you or your Authorized Users provide to us or upload through the TeejLab Services.
“Third-Party Content” are the Content that a third party (in other words, someone other than you, an Authorized User or TeejLab) creates and that we obtain on your behalf and/or at your instructions through Application Programming Interface “API” (such as Web based APIs provided by Twitter, Facebook, LinkedIn, and Instagram, etc.) and/or other Third-Party Services that are connected with the TeejLab Services. For example, APIs related URLs, Sample Codes, Responses, Terms of Services created by the corresponding API providers would be considered Third-Party Content.
(b) Headings used in this Agreement are for convenience of reference only and do not affect the construction or interpretation of this Agreement.
2. TeejLab Services.
2.1 Individual Services. Subject to the terms and conditions of this Agreement, we will: (a) make TeejLab’s Products and/or Services available to you as one living person (“Individual”) in accordance with the applicable Authorization Form; and (b) host and serve TeejLab’s Products and/or Services in accordance with the Service Level Agreement.
2.2 Academic Services. Subject to the terms and conditions of this Agreement, we will: (a) make TeejLab’s Products and/or Services available to you as a group of equal to or more than 10 but less than 500 living persons that are currently affiliated with accredited academic institute(s) as students and/or staff (“Academic”) in accordance with the applicable Authorization Form; and (b) host and serve TeejLab’s Products and/or Services in accordance with the Service Level Agreement.
2.3 Enterprise Services. Subject to the terms and conditions of this Agreement, we will: (a) make TeejLab’s Products and/or Services available to you as a group of more than 10 but less than 500 living persons (“Enterprise“) in accordance with the applicable Authorization Form; and (b) host and serve TeejLab’s Products and/or Services in accordance with the Service Level.
2.4 Professional Services. If the TeejLab Services as described in your Authorization Form include additional services (such as but not limited to account set-up, provisioning/installation of software, and/or training) (“Professional Services”).
2.5 Content Usage Terms. If you use the TeejLab Services to create and/or manage Content for but not limited to legal, advertisement, academic, personal, professional services.
2.6 Evaluation Offerings. From time to time, we may offer you the opportunity to install, instantiate, use and/or test certain TeejLab Products and/or Services prior to their commercial release (“Evaluation Offerings”). Use of the Evaluation Offerings is optional.
2.7 Updates. The TeejLab Services evolve constantly. So long as we do not breach the warranty set out in Section 9.2(a), we may change the TeejLab Services (such as by changing, adding or removing features and/or functionalities) at any time, for any reason, and may or may not provide notice of those changes to you.
2.8 Accessing Third-Part Services. The TeejLab Services interact with Third-Party Services and depend on the availability of those services and the features and/or functionalities they make available, which we do not control and may change without notice (for example changes in API). If at any time a Third-Party Service stops making some or all of its features and/or functionalities available, or available to us on reasonable terms as determined by TeejLab in its sole discretion, we may stop providing access to those features and/or functionalities and we will not be liable to you or any third party for any such changes.
3. Your Responsibilities.
3.1 Acceptable Use. You and your Authorized Users must comply with the terms and conditions described herein and all applicable laws (“Acceptable Use Rules”). If you or any of your Authorized Users do not comply with the Acceptable Use Rules, we may remove any of your Content and temporarily suspend or restrict your access to the TeejLab Services without prior notice. In such case, we will then notify you and, where applicable, will work with you in good faith to resolve the issue.
3.2 Customer Content. You are solely responsible for Customer Content. We may, but do not have to, review, filter, block or remove Content, including Customer Content.
3.3 Submitted Content. If you use the TeejLab Services for creating and/or managing Content or otherwise ask people to submit Content through the TeejLab Services (“Submitted Content”), you acknowledge and agree that:
(a) The TeejLab Services may help you comply with any laws, rules, or regulations that may apply to your collection or use of Submitted Content, which is solely your responsibility; and
(b) we will not be liable to you or any third party for the Submitted Content, and we make no warranty that any Submitted Content obtained or displayed through the TeejLab Services is accurate or complete.
3.4 Account Information. You are responsible for the completeness, security, confidentiality and accuracy of the account information you provide to us. You will promptly notify us of any unauthorized access to or use of your log-in credentials or account.
3.5 Affiliates. Your Affiliates may use the TeejLab Services that you purchase, subject to the quantities or other usage limits set out in your Authorization Form. If an Affiliate wishes to have a separate account or wishes to be billed separately for its use of the TeejLab Services, that Affiliate will need to sign a separate Authorization Form. If an Affiliate signs its own Authorization Form, that Authorization Form will form a separate contract between TeejLab and that Affiliate, which will also be subject to this Agreement.
3.6 Agency. If you act as a legal agent purchasing the TeejLab Services on behalf of an end-user client (the “Principal”), then (a) the Principal must be identified as the end user on the applicable Authorization Form; (b) you represent and warrant to us that you have obtained all necessary authorizations, consents, and licenses from the Principal to bind the Principal to this Agreement (including each applicable Authorization Form) and to act as the Principal’s agent, and all of your actions related to this Agreement are within the scope of your agency with the Principal; and (c) you will defend, indemnify, and hold harmless TeejLab from all damages, liabilities, costs, and expenses (including reasonable legal fees) arising from any breach of the foregoing representation and warranty.
4. Content Third-Party Services.
4.1 Third-Party Content. We are not responsible for Content provided by others, including Content from Third-Party Services (such as APIs). You and anyone else who accesses the TeejLab Services may access Content that might be unlawful, offensive, harmful, inaccurate or otherwise inappropriate. We will not be liable to you or any third party for Content provided by others.
4.2 Content Third-Party Services.. If you access or purchase a Third-Party Service, you do so at your own risk. Your relationship with the Third-Party Service provider is an agreement between you and them. If you access or enable a Third-Party Service, you grant them permission to access or otherwise process your data as required for the operation of the Third-Party Services. We will not be liable for disclosure, use, changes to, or deletion of your data or for losses or damages you may suffer from access to your data by a Third-Party Service. We make no representation and will have no liability or obligation whatsoever in relation to the content or use of, or correspondence, agreements or transactions with, any Third-Party Services. You must comply with all agreements and other legal requirements that apply to Third-Party Services.
5. Intellectual Property.
5.1 TeejLab Services. We keep all rights and interests in the TeejLab Services. The TeejLab Services contain Content owned or licensed by TeejLab (“TeejLab Content”). TeejLab Content is protected by copyright, trademark, patent, trade secret and other laws, and, as between you and TeejLab, we own and retain all rights in the TeejLab Content.
5.2 Feedback. We welcome your suggestions, comments, bug reports, feature requests or other feedback (“Feedback”). We do not have to keep Feedback confidential, even if you tell us it is confidential, provided we do not disclose that you are the source of any Feedback. If you provide Feedback, you grant TeejLab a non-exclusive, worldwide, perpetual, irrevocable, transferable, sublicensable, royalty-free, fully paid-up license to use the Feedback for any purpose.
5.3 Customer Content. You retain your rights to any Customer Content you submit, post or display through the TeejLab Services. You grant us a non-exclusive, worldwide, perpetual, irrevocable, transferable, sublicensable, royalty-free license to use, host, run, copy, reproduce, process, adapt, translate, publish, transmit, display and distribute your Customer Content for the any or all purposes.
6. Term and Termination.
6.1 Terms of Agreement. This Agreement will commence on the “Start Date” set forth on your first Authorization Form, and will continue in effect until the earlier of: (a) the expiration of all Authorization Forms applicable to you (including any renewal periods unless notice of non-renewal is provided as set out in Section 6.2); and (b) the termination of this Agreement in accordance with its terms described herein.
6.2 Terms of Authorization Forms. The term of each Authorization Form will commence on the “Start Date” specified on the Authorization Form and will continue for one-year period (the “Term”). Except as expressly stated otherwise in an Authorization Form, all Authorization Forms will automatically renew for subsequent one-year renewal periods unless a party gives the other party written notice of non-renewal at least sixty (60) days prior to the end of the then-current term. TeejLab reserves the right to increase the Fees for the TeejLab Services and/or Partner Services on renewal by providing Customer written notice thereof (which notice may be provided by email) at least ninety (90) days prior to the end of the then-current term.
6.3 Termination for Cause. A party may terminate this Agreement for cause (a) immediately if the other party has failed to cure a material breach within thirty (30) days of receiving written notice of that material breach from the other party; or (b) immediately if the other party becomes the subject of a petition in bankruptcy or any other proceeding relating to insolvency, receivership, liquidation, or assignment for the benefit of creditors.
6.4 Effects of Termination. Upon termination of this Agreement for any reason: (a) all Authorization Forms will automatically terminate; (b) your access to TeejLab accounts, the TeejLab Services and Partner Services will be terminated and you will immediately cease all use thereof; and (c) you will pay all unpaid amounts you owe to TeejLab. If you terminate this Agreement in accordance with Section 6.3, TeejLab will refund any Fees you paid in advance for The TeejLab Services and Partner Services applicable to the period after termination. If TeejLab terminates this Agreement in accordance with Section 6.3, then you will pay any unpaid Fees for the remainder of the term of each Authorization Form. In no event will termination of this Agreement relieve you of your obligation to pay any amounts payable to TeejLab for the period prior to the date of termination.
6.5 Survival. Any provision of this Agreement that, either by its terms or to give effect to its meaning, must survive and such other provisions that expressly or by their nature are intended to survive termination will survive the expiration or termination of this Agreement. Without limiting the foregoing, Sections 5, 8, 9 and 10 will survive the expiration or termination of this Agreement.
7. Fees and Payment.
7.1 Fees. You will pay all fees as and when described in the Authorization Form(s) (the “Fees”).
7.2 Invoicing. We will invoice you for the Fees in the currency set forth on the applicable Authorization Form. Unless otherwise stated on the Authorization Form, all undisputed invoices are payable within thirty (30) days of the invoice date. Any disputed amounts will not affect payment of non-disputed amounts. You will make payments to the entity and address set forth in the invoice.
7.3 Late Payment. If any undisputed amounts invoiced are not received by TeejLab by the due date, then, at our discretion, such charges may accrue late interest at the lower of: (a) the rate of 18% per year; or (b) the maximum rate permitted by law from the date such payment was due until the date paid. In addition, upon thirty (30) days’ written notice to you provided after the due date of any undisputed amount, we may suspend your access to the TeejLab Services if we have not received the amounts invoiced in full.
7.4 Taxes. You are responsible for paying all taxes, assessments, charges, fees, and levies that may be levied on or applicable to the sale or license of goods or services, as the case may be, including all sales, use, goods and services, value added, and excise taxes, customs duties, and assessments, together with any installments and any interest, fines, and penalties with respect thereto, imposed by any governmental authority, including federal, state, provincial, municipal, and foreign governmental authorities (collectively, “Taxes”) associated with your subscription to the TeejLab Services, which for clarity does not include any taxes based on TeejLab’s income. If we have the legal obligation to pay or collect Taxes for which you are responsible under this Section 7.4, the appropriate amount will be invoiced to and paid by you, unless you provide us with a valid tax exemption certificate authorized by the appropriate taxing authority. Any and all payments by or on account of the compensation payable under this Agreement will be made free and clear of and without deduction or withholding for any Taxes. If you are required to deduct or withhold any Taxes from such payments, then the sum payable will be increased as necessary so that, after making all required deductions and withholdings, we receive an amount equal to the sum we would have received had no such deduction or withholding been made.
8. Confidentiality, Security & Data Protection.
8.1 Confidential Information. TeejLab and you may exchange “Confidential Information” in the course of your negotiation and use of the TeejLab Services. TeejLab’s Confidential Information may include non-public information about our pricing, personnel, or partnerships, our product roadmap, our security documentation, or other non-public information we identify as confidential. Your Confidential Information may include non-public information about your policies (such as your policies for internal review or approval of Customer Content), personnel (including names and email addresses of your Authorized Users), or plans or strategies (such as marketing plans or business strategies you share with TeejLab in the course of our delivery of TeejLab Professional Services), but does not include any Content published, communicated, or transmitted to or through APIs. When either you or we (the “recipient”) receive Confidential Information from the other (the “discloser”), the recipient will use the same degree of care that it uses to protect the confidentiality of its own Confidential Information of like kind (but in no event less than reasonable care) and will not disclose or use any Confidential Information of the discloser for any purpose outside of the scope of this Agreement. Information will not be considered Confidential Information if (i) it was lawfully in the recipient’s possession before receiving it from the discloser; (ii) it is provided in good faith to the recipient by a third party without breaching any rights of the discloser or any other party; (iii) it is or becomes generally available to, or accessible by, the public through no fault of the recipient; or (iv) it was or is independently developed by the recipient without reference to the discloser’s Confidential Information. In the event that the recipient or any representative of the recipient becomes legally compelled (by law, rule, regulation, subpoena, or similar court process) to disclose any of the Confidential Information, the recipient will (if permitted to do so) provide the discloser with notice of such circumstances and will limit such disclosure to the required disclosure.
8.2 Security Standards. We will use reasonable efforts to maintain the privacy, security and integrity of your data and/or information. In the event of a security breach and/or a natural disaster, we will do the following:
(a) Breach Notification. TeejLab will notify you within 72 hours of becoming aware of any unauthorized access to your TeejLab account (a “Breach”), will promptly take all necessary steps to mitigate the Breach, and will provide you with reasonable cooperation in investigating the Breach (including, on request and to the extent reasonable, providing you with copies of relevant records, logs, or other materials).
(b) Disaster Recovery and Business Continuity. TeejLab has and will maintain a disaster recovery and business continuity plan.
8.3 Personal Information. If your use of the TeejLab Services includes the processing of Content containing personal information that is subject to the General Data Protection Regulation (GDPR) 2016/679, you may be required to take additional measures to be compliant with GDPR and/or other such regulations. You agree to process any personal information obtained from the TeejLab Services in accordance with GDPR and/or all applicable data protection laws and regulations. Please review TeejLab Privacy Statement (published at https://apidiscovery.teejlab.com/privacy ) for more information on how we collect and use information relating to the use and performance of the TeejLab Services.
9. Warranties, Indemnities & Limitations of Liability.
WARRANTIES & DISCLAIMER
9.1 Mutual Warranties. Each of TeejLab and Customer represents and warrants that (a) it has the power and authority to enter into this Agreement and to perform its obligations and duties under this Agreement; and (b) it will perform its obligations and duties and exercise its rights under this Agreement in compliance with all laws applicable to it.
9.2 TeejLab Warranties. TeejLab warrants that: (a) subject to changes in third-party content, the overall functionality of the TeejLab Services will not be materially decreased during the term of the applicable Authorization Form; (b) to its knowledge, the TeejLab Services do not contain any malicious code or viruses; and (c) TeejLab is an authorized reseller of any Partner Services sold to Customer in an Authorization Form.
(a) EXCEPT AS EXPRESSLY PROVIDED HEREIN, WE OFFER THE TEEJLAB SERVICES “AS IS” AND ARE NOT MAKING, AND TO THE GREATEST EXTENT PERMITTED BY LAW EXPRESSLY DISCLAIM, ANY WARRANTIES, REPRESENTATIONS OR GUARANTEES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING ALL EXPRESS OR IMPLIED WARRANTIES OF DESIGN, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, QUALITY AND NON-INFRINGEMENT, THAT THE TEEJLAB SERVICES WILL MEET YOUR REQUIREMENTS OR THAT THE TEEJLAB SERVICES WILL ALWAYS BE AVAILABLE, ACCESSIBLE, UNINTERRUPTED, TIMELY, SECURE, ACCURATE, COMPLETE OR ERROR-FREE. USE THE TEEJLAB SERVICES AT YOUR OWN RISK.
(b) UNDER NO CIRCUMSTANCES WILL WE BE LIABLE FOR ANY THIRD-PARTY SERVICES, INCLUDING THE FAILURE OF ANY SUCH THIRD-PARTY SERVICES, OR ACTIVITIES OF THIRD PARTIES, OR ANY CONNECTION TO OR TRANSMISSION FROM THE INTERNET.
(c) WE ARE NOT RESPONSIBLE FOR AND WILL NOT BE LIABLE FOR THE CONTENT MADE AVAILABLE THROUGH THE TEEJLAB SERVICES, INCLUDING CUSTOMER CONTENT, THIRD-PARTY CONTENT, AND ANY CONTENT OR SERVICES PROVIDED BY THIRD PARTIES. TEEJLAB DOES NOT CONTROL OR VET CONTENT AND IS NOT RESPONSIBLE FOR WHAT THIRD-PARTY CREATES, POSTS, TRANSMITS, OR SHARES ON OR THROUGH THE TEEJLAB SERVICES.
(d) NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED FROM US OR ELSEWHERE WILL CREATE ANY WARRANTY OR CONDITION NOT EXPRESSLY STATED IN THIS AGREEMENT.
9.4 Indemnification by TeejLab. Subject to Customer’s compliance with Section 9.6, TeejLab will defend Customer from and against any and all third-party claims that the use of the TeejLab Services as permitted hereunder directly infringes a valid U.S. or Canada patent or copyright or misappropriates a third party’s trade secret (a “Claim”) and will indemnify Customer for any damages awarded by final non-appealable judgment against, and for reasonable legal fees incurred by, Customer in connection with any such Claim.
TeejLab will have no liability for any Claim to the extent it arises from:
(i) a modification of the TeejLab Services by or at the direction of any person other than TeejLab;
(ii) use of the TeejLab Services in violation of this Agreement or applicable law;
(iii) use of the TeejLab Services after TeejLab notifies Customer to discontinue use because of an infringement or misappropriation claim;
(iv) the combination, operation, or use of the TeejLab Services with any other software, program, or device not provided or specified by TeejLab to the extent such infringement would not have arisen but for such combination, operation, or use; or
(v) use of the TeejLab Services in a manner that is inconsistent with their intended use.
For the avoidance of doubt, TeejLab’s indemnification obligations in this Section 9.4 will not apply to third-party content, Open Source Software, Social Networks, Partner Services or other Third-Party Services such as APIs accessed through the TeejLab Services, or to Customer Content or Third-Party Content.
If the TeejLab Services or any part thereof have become, or in TeejLab’s opinion are likely to become, the subject of any Claim, TeejLab may at its option and expense:
(1) procure for Customer the right to continue using the TeejLab Services as set forth hereunder;
(2) replace or modify the TeejLab Services or applicable functionalities to make them non-infringing; or
(3) if options (1) or (2) are not reasonably practicable, terminate either or both this Agreement or the Authorization Form for such TeejLab Services and refund to Customer any unearned Fees that Customer paid in advance for such TeejLab Services.
This Section 9.4 sets forth TeejLab’s sole liability (and Customer’s sole remedy) regarding infringement or misappropriation of third-party rights.
9.5 Indemnification by Customer. Customer will defend, indemnify, and hold harmless TeejLab, its Affiliates, and its or their directors, officers, employees, agents, shareholders, successors and assigns from and against all claims, losses, damages, penalties, liability, and costs, including reasonable legal fees, of any kind or nature that are incurred in connection with or arising out of a third-party claim: (a) alleging that Customer Content or Submitted Content infringes or violates the intellectual property rights, privacy rights, or any other rights of a third party or violates any applicable law; (b) arising from Customer’s breach of Section 3.1; or (c) relating to, or arising from, Customer’s use of any Third-Party Services (including Customer’s breach of any terms or conditions applicable to any Third-Party Services).
9.6 Indemnification Procedure. The indemnified party will: (a) give written notice of the claim to the indemnifying party promptly and in any event no later than ten (10) days after the indemnified party receives the claim; (b) give the indemnifying party sole control of the defense and settlement of the claim (provided that the indemnifying party may not enter into any settlement, compromise or consent to judgment with respect to any claim without the indemnified party’s prior written consent unless such settlement, compromise or consent to judgment unconditionally releases the indemnified party of all liability); and (c) provide the indemnifying party with reasonable cooperation and assistance at the indemnifying party’s expense.
LIMITATIONS OF LIABILITY
9.7 Maximum Liability.
EXCEPT AS EXPRESSLY PROVIDED IN SECTIONS 9.7 THROUGH 9.9, AND NOT INCLUDING CUSTOMER’S OBLIGATION TO PAY ALL FEES OWED TO TEEJLAB HEREUNDER, IN NO EVENT WILL EITHER PARTY’S AGGREGATE LIABILITY TO THE OTHER PARTY FOR ALL CLAIMS OF ANY KIND, INCLUDING ANY CLAIMS ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER BY STATUTE, CONTRACT, TORT, OR UNDER ANY OTHER THEORY OF LIABILITY, EXCEED THE FEES PAID BY CUSTOMER FOR THE TEEJLAB SERVICES SUBJECT TO THE CLAIM DURING THE THREE (3) MONTH PERIOD IMMEDIATELY PRECEDING THE DATE ON WHICH THE CAUSE OF ACTION AROSE. FOR CLARITY, THE CALCULATION OF EACH PARTY’S LIABILITY UNDER THIS SECTION 9.7 EXCLUDES ANY FEES PAID BY CUSTOMER TO A THIRD PARTY OR FOR ANY PARTNER SERVICES, EVEN WHERE THE TEEJLAB SERVICES ARE BUNDLED WITH OR OTHERWISE PROVIDED IN CONJUNCTION WITH PARTNER SERVICES. THE LIMITATIONS OF LIABILITY IN THIS SECTION 9.7 ALSO APPLY TO OUR AFFILIATES AND THE DIRECTORS, OFFICERS, EMPLOYEES, AND AGENTS OF TEEJLAB AND OUR AFFILIATES (THE “TEEJLAB PARTIES”) AND TO CLAIMS BROUGHT BASED ON ANY CAUSE OF ACTION, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STATUTE OR OTHER LEGAL OR EQUITABLE THEORY.
9.8 Excluded Damages.
(a) TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL EITHER PARTY, ITS DIRECTORS, EMPLOYEES, AGENTS, OR LICENSORS BE LIABLE FOR ANY INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, OR FOR LOSS OF PROFITS, GOODWILL OR DATA OR OTHER INTANGIBLE LOSSES, THAT RESULT FROM THE USE OF, OR INABILITY TO USE, THE TEEJLAB SERVICES OR ANY OTHER ASPECT OF THIS AGREEMENT.
(b) The TeejLab Services support multi-factor authentication, and the Acceptable Use Rules require you to maintain the confidentiality of your passwords or other login credentials for the TeejLab Services. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL TEEJLAB BE LIABLE FOR ANY DAMAGE, LOSS, OR INJURY RESULTING FROM UNAUTHORIZED ACCESS TO OR USE OF THE TEEJLAB SERVICES OR YOUR ACCOUNT OR THE CONTENT OR INFORMATION CONTAINED THEREIN.
(c) YOUR EXCLUSIVE REMEDIES FOR ANY INTERRUPTION OR CESSATION OF ACCESS OR TRANSMISSION TO OR FROM THE SERVICES ARE SET FORTH IN THE ENTERPRISE SERVICE LEVEL AGREEMENT.
NOTHING IN THIS AGREEMENT IS INTENDED TO EXCLUDE OR RESTRICT OR WILL BE CONSTRUED AS EXCLUDING OR RESTRICTING THE LIABILITY OF EITHER PARTY FOR (I) INDEMNIFICATION OBLIGATIONS UNDER THIS AGREEMENT; (II) DEATH OR BODILY INJURY CAUSED BY THE NEGLIGENCE OF THAT PARTY, ITS EMPLOYEES, OR ITS AGENTS; (III) WILLFUL MISCONDUCT OF THAT PARTY OR ITS EMPLOYEES; OR (IV) ANY LIABILITY THAT CANNOT BE LIMITED OR EXCLUDED BY APPLICABLE LAW.
9.10 Basis of Bargain.
THE ESSENTIAL PURPOSE OF SECTIONS 9.7 THROUGH 9.9 IS TO ALLOCATE THE RISKS UNDER THESE TERMS BETWEEN THE PARTIES AND LIMIT THEIR POTENTIAL LIABILITY GIVEN THE FEES CHARGED UNDER THIS AGREEMENT, WHICH WOULD HAVE BEEN SUBSTANTIALLY HIGHER IF TEEJLAB WERE TO ASSUME ANY FURTHER LIABILITY. THE PARTIES HAVE RELIED ON THESE LIMITATIONS IN DETERMINING WHETHER TO ENTER INTO THESE TERMS.
10.1 Assignment. Neither party may assign or otherwise transfer any of its rights or obligations hereunder without the prior written consent of the other party (not to be unreasonably withheld), and any attempted assignment without such consent will be void. Notwithstanding the foregoing, we may assign this Agreement in its entirety (including all Authorization Forms), without your consent, to our Affiliate, or in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of our shares or assets.
10.2 Relationship of the Parties. No agency, partnership, joint venture, or employment relationship is created as a result of this Agreement and neither party has any authority of any kind to bind the other in any respect.
10.3 Publicity. Unless you provide us with written notice to the contrary or of any reasonable restrictions or requirements, you agree that we may disclose that you are a customer of the TeejLab Services and may use your name(s) and logo(s) in: (a) TeejLab’s digital, online, and printed marketing materials (including on our websites); and (b) external-facing presentations, including to individual clients and prospects and at trade shows, conferences, and similar events.
10.4 Force Majeure. Neither party will be liable for any failure to perform its obligations under this Agreement if that failure results from any cause beyond such party’s reasonable control, including: the elements; fire; flood; severe weather; earthquake; vandalism; accidents; sabotage; power failure; denial of service attacks or similar attacks; Internet failure; acts of God and the public enemy; acts of war; acts of terrorism; riots; civil or public disturbances; strikes, lockouts or labor disruptions; and any laws, orders, rules, regulations, acts or restraints of any government or governmental body or authority, civil or military, including the orders and judgments of courts.
10.5 Amendment. We may change any part of this Agreement (including any terms or documents incorporated by reference in this Agreement) at any time by posting the revised terms on the TeejLab website. It is important for you to review this Agreement before using the TeejLab Services and from time to time, though we will notify you of any changes that, in our sole discretion, materially impact this Agreement. The updated Agreement will be effective as of the time of posting, or on such later date as may be specified in the updated Agreement, and your continued use of the TeejLab Services after any such changes are effective will constitute your consent to such changes. Except for changes made by us as described here, no other amendment or modification of this Agreement will be effective unless set forth: (a) in an Authorization Form issued by TeejLab and signed by you; or (b) in an agreement signed or otherwise agreed in writing by both you and TeejLab.
10.6 Severability. If a court finds part of this Agreement to be invalid, the rest of the Agreement will continue to apply with the minimum changes required to remove the invalid part.
10.7 Notices to You. TeejLab may give notice to you by placing a banner notice on the TeejLab platform or TeejLab’s website. We may also contact you or your Authorized Users through contact information you provide, such as email or telephone or through your account and related information on the TeejLab platform. If you fail to maintain accurate account information, such as contact information, you may not receive critical information about the TeejLab Services or this Agreement.
10.8 Notices to TeejLab. For any notice to TeejLab that you give under or regarding this Agreement, you must notify TeejLab by email with a duplicate copy sent via registered mail to the following address: TeejLab Inc., #609 4538 Kingsway, Burnaby, British Columbia, V5H 4T9; Attention: Baljeet Malhotra.
10.9 Waivers. The rights of each Party may be waived only in writing. No failure to exercise, and no delay in exercising, any right or remedy under this Agreement will be deemed to be a waiver of that right or remedy. No waiver of any breach of any provision of this Agreement will be deemed to be a waiver of any subsequent breach of that provision or of any similar provision.
10.10 Remedies. Unless otherwise stated, each party’s remedies under this Agreement are not exclusive of any other remedies under this Agreement, at law or otherwise.
10.11 Governing Law and Dispute Resolution.
(a) The laws of the Province of British Columbia and Canadian law applicable in British Columbia will govern any dispute, cause of action or claim arising out of this Agreement or your use of the TeejLab Services, including against any TeejLab Party (“Dispute”), without giving effect to conflict-of-law principles.
(b) If you breach this Agreement or violate our rights or another person’s and/or organization’s rights, in addition to any other remedy, we may ask a court for an injunction or injunctions to prevent breaches of this Agreement or to enforce specifically the performance of the terms and conditions of this Agreement, and you will reimburse us for our reasonable legal fees associated therewith.
(c) If you have any kind of Dispute with us, the exclusive means of resolving it will be by confidential, binding arbitration before a single arbitrator chosen by you and TeejLab. You will give notice of your Dispute to us in writing. If we do not decide together on an arbitrator within fifteen (15) days after we receive that notice, we both agree to ask the British Columbia International Commercial Arbitration Centre (BCICAC) to appoint one for us. The arbitration will take place in Vancouver, British Columbia, under the Arbitration Act (British Columbia), and will follow the Domestic Commercial Arbitration Rules of the BCICAC. The arbitrator will have the right to decide how the costs should be divided between us. The arbitrator will have the right to accept whatever kind of evidence they think is appropriate and will have the right to make whatever award they consider fair and equitable, based on legal and equitable principles, including giving an order such as an injunction (to stop one of us from doing something) or an order that you or we pay damages to the other. The arbitrator’s award can be entered into the registry of the British Columbia Supreme Court in Vancouver, British Columbia, and enforced in the same way as a court order if the court in the enforcing jurisdiction allows.
(d) Any Dispute resolution proceedings will be conducted only on an individual basis and not in a class, consolidated or representative action. TeejLab and you each waive any right to a trial by jury.
10.12 Export Compliance. You will not use or access the TeejLab Services if you are located in any jurisdiction in which the provision of the TeejLab Services is prohibited under Canadian, U.S. and/or other applicable laws (a “Prohibited Jurisdiction”) and you will not provide access to the TeejLab Services to any government, entity or individual located in any Prohibited Jurisdiction. You confirm that you are not named on any Canadian or U.S. government list of persons or entities prohibited from transaction with any Canadian or U.S. person; (b) you are not a national of, or a company registered in, any Prohibited Jurisdiction; (c) you will not allow Authorized Users to access or use the TeejLab Services in violation of any Canadian, U.S. or other export embargoes, prohibitions or restrictions; and (d) you will comply with all applicable laws regarding the transmission of data exported from the country in which you (or your Authorized Users) are located to Canada and the United States.
10.13 Entire Agreement. This Agreement, including the other documents referred to as applicable to the TeejLab Services in this Agreement, is the entire agreement between you and TeejLab for your use of the TeejLab Services. Any prior understandings, statements or and agreements (oral or written) do not apply, including additional terms that you may present (such as terms in a unilateral notice from you to us or printed on a purchase order or any other document generated by you). This Agreement is binding on the parties and their permitted successors and assigns.