AskAiME™ Click-wrap Software Licence Agreement
 

READ THE FOLLOWING LICENCE AGREEMENT CAREFULLY. IT CONTAINS VERY IMPORTANT INFORMATION ABOUT YOUR RIGHTS AND OBLIGATIONS, AS WELL AS LIMITATIONS AND EXCLUSIONS THAT APPLY TO YOU. THIS DOCUMENT ALSO CONTAINS A DISPUTE RESOLUTION CLAUSE.

 

BY CLICKING ON THE “I ACCEPT” BUTTON, YOU ARE CONSENTING TO BE BOUND BY AND ARE BECOMING A PARTY TO THIS AGREEMENT WITH US. IF YOU DO NOT AGREE TO ALL OF THE TERMS OF THIS AGREEMENT, CLICK THE “I DO NOT ACCEPT” BUTTON OR LEAVE THE WEBSITE.

 

Please contact us at info@askaime.com for any queries.

 

“You” or “Your” means the person, organization, company or other entity who or which is being licensed to use the Licensed Software and website. “We”, “Our” and “Us” means AiME Estimate Review Inc. carrying on business as AskAiME™.

 

In consideration of the mutual covenants in this Agreement, You and We agree as follows:

 

1. DEFINITIONS

 

1.1. Definitions. The following capitalized terms in this Agreement will have these meanings:

 

“ Agreement ” means this Software Licence Agreement between You and Us;

 

“ Licensed Software ” means a web-based desktop software application known as AskAiME™, being an instant property insurance claims estimate review solution for restoration contractors, being provided to You under this Agreement, as well as related printed, electronic and online documentation and any other files which may accompany or be generated by the Licensed Software (subject to any upgrades, enhancements and improvements we may but are not obligated to make from time to time);

 

“Parties” means You and Us and “Party” means either one of us, as the context provides;

 

“ Proprietary and Confidential Information ” means the information of either Party (disclosing Party), accessed by, transmitted to or otherwise disclosed to the other Party under this Agreement, and identified at the time of disclosure as proprietary or confidential information of the disclosing Party. The Parties agree that the Licensed Software, including all associated documentation, and the data we collect from the use of the Licensed Software, is Proprietary and Confidential Information of Ours, and, subject to the terms of this Agreement, that all personal and customer information, cost, pricing and other financial information of either Party is Proprietary and Confidential Information of the disclosing Party, whether or not specifically identified as such;

 

“Territory” means the country in which your primary place of business is located, being Canada or the United States.

 

2. SOFTWARE LICENCE, RIGHTS & RESTRICTIONS

 

2.1 Software Licence and Rights . In consideration of the mutual covenants, and subject to the provisions contained in this Agreement, We hereby grant to You an indefinite, revocable, non-exclusive, non-transferable licence to use the Licensed Software in the Territory solely for the purpose provided for in this Agreement.  This licence grant, and the restrictions upon such grant, includes all upgrades, enhancements, and improvements to the Licensed Software made by Us and delivered to licensees generally.  This grant allows you to permit only your employees to use the Licensed Software, and only for internal business purposes.  You acknowledge and agree that We have not undertaken to provide and are not required to provide you with any software support.

 

2.2 Restrictions. You will use the Licensed Software only for Your internal business purposes, being the submission by You and Your employees of property insurance claims estimates for instant review. 

 

Further, You expressly agree that You DO NOT have any right or rights to:

 

(a)        title to the Licensed Software;

 

(b)       distribute, assign, license, sublicense, franchise, lease, rent, transfer, sell, give, donate or otherwise provide access to or any rights in relation to the Licensed Software to any third party, including (if applicable) to any franchisees or licensees of Yours;

 

(c)        pledge, hypothecate, alienate or otherwise encumber this license to any third party;

 

(d)       copy, modify, enhance, reverse-engineer, decompile, disassemble or create substantially derived forms of the Licensed Software, whether using current or future technologies; or

 

(e)        use a product or service competitive with or similar to that represented by the Licensed Software during the Term of this Agreement.

 

2.3 Enforcement of Restrictions . We will have the right to inspect and enforce the restrictions and covenants contained in this Agreement at Your sole expense, and You hereby agree to promptly notify Us of any known violations of such restrictions.  We are permitted to deny You access to Your account on the AskAiME™ website to enforce your obligations under this Agreement.

 

2.4 Property Claims Estimating Software. You acknowledge that You are required to obtain and maintain licensing with a provider of software for property claims estimating as designated by Us in order to be able to use the Licensed Software, which is a separate cost payable by You to such software provider.

 

3. COPYRIGHT AND MARKS

 

3.1 Copyright. The Licensed Software, including any documentation, media, packaging and illustrations, is copyrighted and constitutes Our valuable property. You agree that all output from the Licensed Software must display Our copyright notice in a conspicuous manner. The Licensed Software is protected under Canadian copyright laws and international treaty provisions, which includes the United States. You will have a right to copy the documentation included with the Licensed Software, provided copyright notices and acknowledgement of trademarks are included, pursuant to the covenants herein. You will include the following copyright notice on any printed, electronic, or online documentation:

 

            “Copyright © 2021 - AiME Estimate Review Inc. carrying on business as AskAiME™.

 

            All rights reserved.”

 

3.2 Trademarks. Certain logos, product names and trade-marks owned by Us, including AskAiME™, may be contained on the AskAiME™ website, within the Licensed Software, and on printed materials and electronic manifestations of the Licensed Software. You will have no right to use such marks other than as specifically provided for in this Agreement.

 

4. TITLE

 

4.1 Title. You acknowledge that all right, title and other rights of ownership in the Licensed Software, including any associated written materials and other documentation provided under this Agreement, belongs exclusively to Us. Title to the Licensed Software will, at all times, remain with Us. You agree to protect the Licensed Software from unauthorized use, reproduction, distribution or publication in electronic or physical form. Your rights and interests in the Licensed Software are restricted to those expressly stated in this Agreement, and any rights not expressly granted to you in this Agreement are reserved by Us.

 

The title, copyright, intellectual property rights and distribution rights of the Licensed Software remain exclusively with Us. Our Intellectual property rights include; the look and feel of the Licensed Software, the functionality of the Licensed Software, trade-mark and trade name applications, and trade secrets, strategies, methods, prospects and market research data; financial information, including cost and pricing information, and performance data; operational and scientific information, including surveys, studies, reports, trade secrets and software; technical information, including technical designs.

 

5. WARRANTY AND INDEMNITY

 

5.1 Our Warranty. We warrant that We are the owner of the Licensed Software and have the right and authority to grant the licence to the Licensed Software. However, we do not warrant, guarantee, accept any condition or make any representation or warranty that the Licensed Software will meet Your requirements or that the use of the Licensed Software will be uninterrupted or error-free or virus-free (or other malware-free) or that it does not infringe the rights of any third party. It may be necessary for Us to perform scheduled or unscheduled repairs or maintenance, or patch or upgrade the Licensed Software, which may temporarily degrade the quality of the services or result in a partial or complete interruption. We provide no assurance that you will receive advance notification of such activities. Unless otherwise agreed to in writing between You and Us, any degradation or interruption in Your use of the Licensed Software shall not give rise to a refund or credit of any Fees paid or payable by you.

 

No other verbal or written information provided by Us will create a representation or warranty or in any way increase Our liability, and You will not rely on any such information. You acknowledge that software in general is prone to errors, defects and “bugs” and that the software industry and users, including You, acknowledge an acceptable level thereof.

 

You also specifically acknowledge and agree that We are not responsible for:

 

(a)        the quality and accuracy of the data you provide in the Estimate Submission or for any errors in the Estimate Review output from the Licensed Software arising therefrom;

 

(b)       the quality and accuracy of the data provided by or collected from insurance carriers, including whether it is current and up-to-date, or for any errors in the Estimate Review output from the Licensed Software arising therefrom; and

 

(c)        whether or not insurance carriers will accept Your property insurance claims estimates.     

 

5.2 DISCLAIMER. THERE ARE NO WARRANTIES FOR THE SERVICES REPRESENTED BY THE LICENSED SOFTWARE. WE MAKE NO EXPRESS REPRESENTATIONS OR WARRANTIES OR ACCEPT ANY CONDITIONS EXCEPT THOSE EXPRESSLY STATED IN SECTION 5.1 ABOVE. WE DISCLAIM ALL OTHER REPRESENTATIONS, WARRANTIES AND CONDITIONS, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. SOME JURISDICTIONS DO NOT PERMIT THE EXCLUSION OF CERTAIN IMPLIED WARRANTIES OR CONDITIONS. THEREFORE, THE FOREGOING DISCLAIMERS MAY NOT APPLY TO YOU. HOWEVER, IN THOSE CASES WE AGREE THEY WILL BE DEEMED TO APPLY TO THE MAXIMUM EXTENT PERMITTED BY THOSE JURISDICTIONS.

 

5.3 YOUR INDEMNITY . YOU SHALL INDEMNIFY, DEFEND, AND HOLD HARMLESS US, AND OUR DIRECTORS, OFFICERS, SHAREHOLDERS, EMPLOYEES, AGENTS, SUCCESSORS AND ASSIGNS FROM AND AGAINST ANY AND ALL LOSSES ARISING FROM OR IN CONNECTION WITH CLAIMS MADE BY THIRD PARTIES ARISING OUT OF ANY OF YOUR ACTS OR OMISSIONS IN THE USE OF THE LICENSED SOFTWARE AND ANY OUTPUT THEREOF, ANY BREACH BY YOU OF YOUR OBLIGATIONS UNDER THIS AGREEMENT, AND ANY BREACH BY YOU OF ANY APPLICABLE LAWS.

 

6. LIMITATION OF OUR LIABILITY AND YOUR REMEDIES

 

6.1 LIMITATION OF LIABILITY. IN NO EVENT WILL WE BE LIABLE FOR ANY  PUNITIVE DAMAGES OR FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, EXTRA-CONTRACTUAL, SPECULATIVE, CONSEQUENTIAL LOSSES OR DAMAGES INCURRED BY YOU, INCLUDING LOST OR ANTICIPATED PROFITS, SAVINGS, INTERRUPTION TO BUSINESS, LOSS OF BUSINESS OPPORTUNITIES, LOSS OF GOODWILL, LOSS OF BUSINESS INFORMATION, THE COST OF RECOVERING SUCH LOST INFORMATION, THE COST OF SUBSTITUTE INTELLECTUAL PROPERTY OR ANY OTHER PECUNIARY LOSS ARISING FROM THE USE OF, OR THE INABILITY TO USE, THE LICENSED SOFTWARE, REGARDLESS OF WHETHER YOU HAVE ADVISED US OR WE HAVE ADVISED YOU OF THE POSSIBILITY OF SUCH LOSSES OR DAMAGES.

 

OUR LIABILITY IN RESPECT OF ANY CLAIMS FOR DIRECT DAMAGES, INCLUDING LOST PROFITS, WILL BE LIMITED TO OUR OWN ERRORS AND OMISSIONS IN THE PROVISION OF ESTIMATE REVIEWS THROUGH THE LICENSED SOFTWARE AND WILL BE LIMITED TO THE LESSER OF YOUR ACTUAL DAMAGES AND THE AMOUNT PAID BY YOU FOR ANY APPLICABLE ESTIMATE REVIEW.

 

THE FOREGOING LIMITATIONS APPLY REGARDLESS OF THE CAUSE OR CIRCUMSTANCES GIVING RISE TO SUCH LOSS, DAMAGE OR LIABILITY, EVEN IF SUCH LOSS, DAMAGE OR LIABILITY IS BASED ON NEGLIGENCE OR OTHER TORTS OR BREACH OF CONTRACT (INCLUDING FUNDAMENTAL BREACH OR BREACH OF A FUNDAMENTAL TERM).

 

NEITHER YOU NOR WE MAY INSTITUTE ANY ACTION IN ANY FORM ARISING OUT OF THIS AGREEMENT MORE THAN ONE (1) YEAR AFTER THE CAUSE OF ACTION HAS ARISEN.

 

SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES, INCLUDING INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU. NONETHELESS, WE AGREE THEY WILL BE DEEMED TO APPLY TO THE MAXIMUM EXTENT PERMITTED BY THOSE JURISDICTIONS.6.2 Dispute Resolution. You acknowledge that We possess valuable Proprietary and Confidential, which would be damaging to Us if revealed in open court. You further acknowledge and agree that it is preferable to resolve all disputes between Us and You confidentially, individually and in an expeditious and inexpensive manner. We and You accordingly acknowledge and agree that private dispute resolution is preferable to court actions. Before commencing any court action, We and You shall first attempt to resolve any dispute or differences between the both of us by way of good faith negotiation. The good faith negotiation shall commence by each of Us and You communicating our position regarding the complaint, claim, dispute or controversy to the other Party, and how the both of us should resolve the dispute. We and You shall then make good faith efforts to negotiate a resolution of the claim, dispute or controversy.

 

7. SUCCESSORS AND ASSIGNS

 

7.1 Successors and Assigns. You may not assign Your rights and duties under this Agreement to any party at any time without Our prior written consent (which may be withheld in our sole discretion).  Any attempt by You to assign this Agreement or any of Your rights or obligations without such consent shall be void and of no effect. Any attempt to deal with or permit the dealing with Your authorized or issued stock/share capital or that of an affiliated company in any way that results in a direct or indirect change in the effective voting control of You will be deemed to be an assignment for this purpose.

 

This Agreement will enure to the benefit of and will be binding on You and Us and our respective successors and permitted assigns. In the event of corporate merger, amalgamation, divestiture or asset sale, We will have the right to transfer and assign Our rights and obligations hereunder to any third party (the “Assignee”), upon written notice to You, provided that We cause the Assignee to agree in writing to all the terms contained in this Agreement.

 

8. COMPENSATION & PAYMENT

 

8.1 Fees. As consideration for the right to use the Licensed Software, as it may be upgraded, enhanced and improved, You shall pay Us:

 

(a)        a Monthly License Fee: the monthly licensee fee to which You and We have separately agreed.  The Monthly License Fee is payable for each unique physical location of your business regardless of common ownership, and is payable for the Term of this Agreement whether or not You use the Licensed Software; and

 

(b)       the Estimate Review Fee: the pay-per-use fee payable each time you and your employees access the Licensed Software and submit an estimate for review (“Estimate Submission”), the per-use amount for which You and We have separately agreed; and

 

(c)        any applicable taxes on the above Fees other than Our income taxes.  Without limiting the generality of the foregoing, You agree to promptly pay to Us an amount equal to all withholding taxes, and any other similar taxes or levies or deductions, imposed upon or required to be collected or deducted by You or paid by Us on any Fees provided for in this Agreement.

 

8.2 Payment. The fees are payable as follows:

 

(a)        the Monthly License Fee, plus applicable taxes, is due on the date of your acceptance of this Agreement and on the same day of each month of the Term thereafter;

 

(b)       the Estimate Review Fee is payable no later than the 15th day of each month with respect to Your and Your employees’ Estimate Submissions during the immediately preceding month; and  

 

(c)        Any Monthly License Fee or Estimate Review Fee not actually received by Us by the dates specified above shall be deemed overdue.  You shall pay to Us, in addition to all overdue amounts, interest on any amount from the date it was due until paid, at a rate per annum of nineteen percent (19%), compounded semi-annually. We also reserve the right to deny You access to the Licensed Software until such fees and interest are paid.

 

(d)       All Fees are paid through a third-party provider.  To the extent you are required to provide any financial account information, that information will be collected and processed by third-party PCI-compliant service providers. We do not take or store any such information on our website.  Please see our Privacy Policy.

 

8.3 Changes. We reserve the right to change:

 

(a)        Our Monthly License Fee and Estimate Review Fee on thirty (30) days prior written notice, provided however that You may terminate this Agreement as of the effective date of any such change upon written notice to Us; provided however that you will not have this right if the increase is to the Estimate Review Fee only and such increase is solely our passing on an increase in fees we must pay to any third party software provider in order for the Licensed Software to be used by licensees (We would have the responsibility for providing reasonable evidence that such increase is derived as indicated); and

 

(b)       Our billing policies and procedures from time-to-time, as We deem necessary, acting reasonably. You shall be notified of any billing policy and procedure changes in writing by Us no less than thirty (30) days before such changes shall be enacted. Such reasonable changes may include the introduction of prepaid Estimate Review Fees and/or a system for the transfer of funds directly from Your bank account to Our bank account by way of pre-authorized payment.

 

9. CONFIDENTIALITY & DATA COLLECTION & STORAGE

 

9.1 Confidentiality. Each Party acknowledges that Proprietary and Confidential Information of the other Party must be protected from unauthorized access, use or disclosure. Each Party shall use all reasonable means to keep any Proprietary and Confidential Information of the other Party to which it has access under this Agreement confidential. Without limiting the generality of the foregoing, each Party shall:

 

(a)        Restrict access to the other Party’s Proprietary and Confidential Information to personnel, including agents and subcontractor personnel, who require access under this Agreement; and

 

(b)       Ensure that their personnel, including agents and subcontractor personnel, requiring access to Proprietary and Confidential Information of the other Party have received any required security clearance and agreed, in writing, to abide by the confidentiality requirements set out in this Agreement.

 

(c)        Notwithstanding the above, neither Party (the Disclosing Party) shall be responsible or liable for any wrongful access to, use or disclosure of Proprietary and Confidential Information of the other Party:

 

(i)        Caused, in whole or in part, by any act or omission of the other Party;

 

(ii)       Determined to be in the public domain; or

 

(iii)      Required by law to be disclosed. The Disclosing Party shall give the other Party prompt notification of such requirement for disclosure and permit the other Party to undertake any appeal procedures to maintain the confidentiality of the applicable Proprietary and Confidential Information.

 

9.2 Data Collection & Storage.

 

(a)        You understand that We will collect data from the use of the Licensed Software by You and other licensees. You grant Us a non-exclusive, worldwide, royalty-free, perpetual, non-revocable license to use, compile, distribute, display, store, process, reproduce, or create derivative works of such data. . 

 

(b)       Any data collected will be stored on a secured server, with 24/7 security monitoring and protection. During the Term of this Agreement, We shall, at a minimum, implement and follow the practices and procedures designed to protect the security of all data, records or information maintained, hosted, received and/or possessed by Us or Our agents in connection with the performance of this Agreement, with the objective of meeting all the requirements and security controls set for insurance carriers in Canada and the United States.

 

(c)        We will not share any data that identifiably references You or your customers in any manner, without Your express written consent. 

 

(d)       We may analyse, maintain and group data, and use or sell such data, so long as the resulting data does not identify You or your customers. You grant Us a license to aggregate the data for use in an anonymous manner in support of our research, benchmarking, marketing and sales activities. You also grant Us the right to copy and maintain such data and content on Our servers (or the servers of Our suppliers) during and after the term of this Agreement.

 

10. TERM

 

10.1 Term. The term of this Agreement will commence on the date of Your agreement to these terms and shall continue until terminated in accordance with this Article (the “Term”).

 

10.2 Termination for Cause. In the event that either Party commits a breach of one or more of its material duties or obligations under this Agreement (a “Material Breach”), which Material Breach shall not have been cured within thirty (30) days from notice in writing advising of said Material Breach (the “Cure Period”), the Party not in breach may terminate this Agreement, immediately, for cause, by giving written notice to the Party in Material Breach.

 

Without limiting the generality of the foregoing, each of the following events shall be deemed to be a Material Breach by You:

 

(a)        You are adjudged bankrupt, commit or threaten to commit an act of bankruptcy, make a general assignment for the benefit of Your creditors, become insolvent, or otherwise commence action for Your winding up, reorganization, liquidation, or dissolution under any applicable law;

 

(b)       You are in breach of the confidentiality provisions of this Agreement including, without limitation, a breach of the obligation not to modify, use, disclose or otherwise exploit the Licensed Software otherwise than as permitted under this Agreement; and

 

(c)        You fail to pay any amount owing to Us under this Agreement following written notice by Us to that effect, and such failure is not rectified prior to expiration of the Cure Period.

 

10.3 Termination for Convenience . Either Party may terminate this Agreement for any reason whatsoever on no less than ninety (90) days’ prior written notice to the other Party.

 

11. GENERAL

 

11.1 Consents. Any consent required under this Agreement will be subject to the discretion of the Party who is being asked to provide it.

 

11.2 Captions. The Article and paragraph headings used herein are for convenience only and are not a part of this Agreement and will not be used in construing it.

 

11.3 Entire Agreement. This Agreement and all subsequent amendments constitute the entire agreement between the Parties with respect to its subject matter and supersedes all prior or other agreements, understandings, negotiations and discussions, whether written or oral, between the Parties. There are no conditions, covenants, agreements, representations, warranties or other provisions, express or implied, collateral, statutory or otherwise, except as herein provided.

 

11.4 Equitable Relief. You agree that any breach of this Agreement by You would cause irreparable damage, and that, in event of such breach, in addition to any and all remedies at law, We will have the right to an injunction, specific performance or other equitable relief to prevent the continuous violations of the terms of this Agreement.

 

11.5 Force Majeure. Notwithstanding anything herein to the contrary, We shall not be liable for any delay or failure in performance caused by circumstances beyond Our reasonable control.

 

11.6 Relationship of the Parties . This Agreement does not constitute a partnership or joint venture, and nothing herein contained is intended to constitute, nor will it be construed to constitute, such a partnership or joint venture. Except as expressly provided in this Agreement, neither We nor You will have any power or authority to act in the name or on behalf of the other Party, or to bind the other Party to any legal agreement.

 

11.7 Severability. The provisions of this Agreement are to be considered separately, and if any provision hereof should be found by any court of competent jurisdiction to be invalid or unenforceable, this Agreement will be deemed to have effect as if such provision were severed from this Agreement.

 

11.8 Number and Gender. Where the context permits, the singular includes the plural, and the masculine includes the feminine and vice versa.

 

11.9 Notices. All notices and communications required or permitted under this Agreement will be in writing and served by personal delivery or sent by registered or certified mail, postage prepaid, return receipt requested, or electronic mail, with confirmation of receipt, to Us or You at the respective addresses we provide to each other or to such other address as We or You may from time to time specify by notice to the other given as provided in this paragraph. In Our case, Our address is:

 

Unit 93

2200 Panorama Dr

 

Port Moody, BC  

 

V38 5M2

 

info@askaime.com

 

A notice given in electronic form shall 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.

 

11.10 JURISDICTION. THE PARTIES HEREBY IRREVOCABLY ATTORN TO THE EXCLUSIVE JURISDICTION OF THE COURTS OF THE PROVINCE OF BRITISH COLUMBIA WITH RESPECT TO ANY DISPUTE ARISING HEREUNDER.

 

11.11 GOVERNING LAW. THIS AGREEMENT AND ANY SALES THEREUNDER SHALL BE DEEMED TO HAVE BEEN MADE IN THE PROVINCE OF BRITISH COLUMBIA AND SHALL BE CONSTRUED AND INTERPRETED ACCORDING TO THE LAWS OF THE PROVINCE OF BRITISH COLUMBIA AND THE APPLICABLE LAWS OF CANADA. We and You expressly exclude the United Nations Convention on Contracts for the International Sale of Goods , and the International Sales Conventions Act, R.S.O. 1990, c I.10, as amended, replaced or re-enacted from time to time. EACH OF THE PARTIES WAIVES ANY RIGHT, AND AGREES NOT TO APPLY, TO HAVE DISPUTES ARISING UNDER THIS AGREEMENT DETERMINED BY JURY. YOU WILL NOT BE ENTITLED TO JOIN OR CONSOLIDATE CLAIMS BY OTHER LICENSEES OF THE LICENSED SOFTWARE OR PURSUE ANY CLAIM AS A REPRESENTATIVE OR CLASS ACTION OR IN A PRIVATE ATTORNEY GENERAL CAPACITY.

 

11.12 CURRENCY . ALL DOLLAR AMOUNTS PAYABLE UNDER THE TERMS OF THIS AGREEMENT SHALL BE IN UNITED STATES DOLLARS.

 

11.13 Sections, Headings and Contra Proferentem . The division of this Agreement into numbered Articles, Sections and Paragraphs and the insertion of headings are for convenience of reference only and shall not affect the interpretation or construction of this Agreement. Unless otherwise indicated, any reference in this Agreement to an Article, Section, or Paragraph refers to the prescribed Article, Section or Paragraph. Each Party acknowledges that it has reviewed and participated in determining the terms and conditions of this Agreement and agree that any rule of construction or doctrine of interpretation, including contra proferentem, construing or interpreting any ambiguity against the drafting Party shall not apply.

 

11.14 Further Assurances. The Parties shall with reasonable diligence do all things and provide all reasonable assurances as may be required to implement the provisions of this Agreement, and each Party shall provide such further documents or instruments required by the other Party as may be reasonably necessary or desirable to give effect to this Agreement and to carry out its provisions.

 

11.15 Waiver. No waiver of any provision of this Agreement, including waiver of a breach of this Agreement, shall constitute a waiver of any other provision or breach of this Agreement unless expressly provided otherwise. No waiver shall be binding unless executed in writing.

 

11.16. Survival. Those provisions of this Agreement which, by their terms, are intended to survive, or which must survive in order to give effect to continuing obligations of the Parties, shall survive the termination of this Agreement. Without restricting the generality of the foregoing, the Parties agree that the following provisions shall survive termination of this Agreement: 2.2, 3.1, 3.2, 4.1, 5.3 and Articles 6, 8, 9 and 11.

 

11.17. PUBLICITY . WE MAY IDENTIFY YOU AS AN AskAiME™ CUSTOMER IN OUR PROMOTIONAL MATERIALS. WE WILL PROMPTLY STOP DOING SO UPON YOUR WRITTEN REQUEST .

 

11.18. English Language. It is the express wish of the parties that this Agreement and all related documents, including notices and other communications, be drawn up in the English language only.

 

Il est la volonté expresse des parties que cette convention et tous les documents s’y rattachant, y compris les avis et les autres communications, soient rédigés et signés en anglais seulement.

 

11.19 Revisions to this Agreement . We may at any time revise the terms of this Agreement by updating these terms and by providing notice to you of the changes.  You acknowledge and agree that Your continued use of the Licensed Software represents consideration provided to you for any such changes made to this Agreement and you agree to be bound by those changes.