GREAT IDEAZ ON DEMAND INC.
trellispark SOFTWARE LICENSE ADDENDUM
Effective on October 4, 2021
This Software License Addendum ("SL") is between you (i.e. the end-user) ("you" or
"Customer") and GREAT IDEAZ ON DEMAND INC. ("Great Ideaz").
This SL applies with respect to your use of Great Ideaz's trellispark Software (as defined
below) and contains certain additional terms regarding Support (as defined below).
The SL is incorporated into, is made part of, and is to be read in conjunction with, Great
Ideaz's Terms of Service located at https://greatideaz.com/TermsOfService ("TOS"). The TOS
contain general terms and conditions applicable to this SL, and the TOS also apply to (i)
your use of Great Ideaz's Services, including the Great Ideaz Website and Support (as
defined below), and (iii) your purchase and payment for the Software. In the event of
a conflict between this SL and the TOS, the SL controls. Capitalized terms not defined in
this SL have the meaning given to them in the TOS. Even though certain provisions of
the TOS are highlighted in this SL as being applicable to this SLA, the parties agree that
the entire TOS applies.
If you have any questions relating to this SL, please contact Great Ideaz by e-mail at
contract@greatideaz.com.
PLEASE READ THIS ENTIRE SL AND THE TOS CAREFULLY BEFORE USING OR DOWNLOADING
THE SOFTWARE. THE SL AND THE TOS CONTAIN IMPORTANT INFORMATION REGARDING
YOUR RIGHTS AND OBLIGATIONS, AS WELL AS CERTAIN EXCLUSIONS AND LIMITATIONS ON
THOSE RIGHTS, INCLUDING THE FOLLOWING:
* DISCLAIMERS
* LIABILITY LIMITATIONS AND LIABILITY EXCLUSIONS
* AN INDEMNITY FROM YOU
* A LIQUIDATED DAMAGES CLAUSE FROM YOU REGARDING CERTAIN TERMINATIONS
* A FORUM SELECTION CLAUSE
* A WAIVER OF CLASS ACTION DISPUTES CLAUSE
* A PUBLICITY CLAUSE IN FAVOUR OF GREAT IDEAZ
THE TOS CONTAIN ADDITIONAL IMPORTANT INFORMATION REGARDING YOUR RIGHTS
AND OBLIGATIONS.
THE SL IS EFFECTIVE UPON ACCEPTANCE. BY DOWNLOADING, INSTALLING OR OTHERWISE
USING THE SOFTWARE, YOU ACKNOWLEDGE AND AGREE THAT YOU ARE BOUND TO THIS
SL. IF YOU DO NOT ACCEPT ALL OF THE SL'S TERMS, IMMEDIATELY CEASE USING AND
DELETE THE SOFTWATE.
IF YOU ARE AGREEING TO THIS SL ON BEHALF OF ANOTHER PERSON OR ENTITY, THEN YOU
REPRESENT AND WARRANT TO GREAT IDEAZ THAT YOU HAVE THE AUTHORITY TO BIND THAT
PERSON OR ENTITY TO THIS SL.
1 Definitions
* "Active Users" means the number of Customer Users then-actively using the Software
(as opposed to Users de-activated by Customer), as displayed on Customer's
trellispark workspace dashboard.
* "Customer Content" means any Customer information or data that Customer or its
Users stores in or with the Software, including, database records, user account
information, video or audio files, other documents, textual information, emails,
business analytics data, custom code, and application generated reports.
* "Customer End User Services" means any and all of Customer's web and mobile
applications made available to Customer's End Users, which such applications are
based on the Product using Customer Content.
* "Designated Environments" means any of Customer's environments in which the
trellispark Software has been deployed as specified in the Order
* "Documentation" means any manuals, instructions, and other documents and
materials that Great Ideaz provides or makes available to Customer that describe
the functionality, components, features, or requirements of the Software, including
the use of the Software.
* "End User" means any person, including any of Customer's customers, that directly
or indirectly accesses or uses the Customer End User Services.
* "Free License Type" means the License Type pursuant to which Customer can use
the Software on an unpaid basis for up to a certain number of Active Users, as more
fully described at the License Type Description Webpage.
* "License" means a license granted under Section 2.1.
* "License Type" means the type of License applicable to the Software, whether
ordered by Customer pursuant to an Order or downloaded and used by Customer
as the Free License Type, as more fully described at the License Type and Pricing
Description Webpage.
* "License Type and Pricing Description Webpage" means the Great Ideaz webpage
that describes the License Types and pricing, as currently available at:
https://greatideaz.com/pricing.
* "License Key" means a logical code that, in combination with the Workspace ID
and License Activation Code, activates and controls a Software Subscription based
on the applicable License Type and Subscription Term.
* "License Activation Code" means a logical code that, in combination with the
Workspace ID and License Key, activates and controls a Software Subscription
based on the applicable License Type and Subscription Term.
* "Order" means a Great Ideaz ordering document (whether online or otherwise),
pursuant to which Customer may order Software.
* "Permitted Use" means use of the Software by Users for the benefit of Customer in the
ordinary course of its internal business purposes for the purpose of making available
Customer's End User Services to End Users.
* "Product" means the Software, along any Documentation or related materials.
* "Software" means the Great Ideaz application solution platform currently marketed
as "trellispark", together with any Upgrades provided to Customer under this SL in
connection with purchased Support.
* "Software Subscription" means Customer's right to use the applicable Software, on a
paid subscription basis, as specified in the applicable Order, subject to the
applicable License Type and this SL.
* "Software Subscription Term" means the period of time set forth in the applicable
Order Form for which a Software Subscription is valid.
* "Support" means Great Ideaz' standard support for the Software, as described at
https://greatideaz.com/pricing.
* "Term" has the meaning given to in Section 3.
* "Third-Party Materials" means materials and information, in any form or medium, that
are not proprietary to Great Ideaz, including any third-party: (a) documents, data,
content, or specifications; (b) open-source components or other software,
hardware, or other products, facilities, equipment, or devices; and (c) accessories,
components, parts, or features of any of the foregoing.
* "Upgrade" means any update, upgrade, release, or other adaptation or
modification of the Software, in object code format, including any updated
Documentation, that Great Ideaz may provide to Customer from time to time during
the Term in connection with Support.
* "User" means those employees and independent contractors authorized by
Customer to access and use the Software in accordance with this SL and the TOS,
and includes each Active User.
* "Workspace" means a security context (as such term is commonly understood within
the cybersecurity industry) within the trellispark Software, where only users within the
Workspace can access data stored in the Workspace.
* "Workspace ID" means a unique logical code that identifies a specific Workspace
within trellispark. Every Workspace that is administered in a trellispark deployment
must have a unique Workspace ID.
2 License; Restrictions
2.1 License Grant. Subject to the terms and conditions of this SL and the TOS , and
the applicable License Type, Great Ideaz hereby grants to Customer a non-exclusive,
non-sublicensable, non-assignable, non-transferable, limited license to use the
compiled code of the Software, and related Documentation, solely for the Permitted
Use during: (i) for the Free License Type, the Term; and (ii) for a Software Subscription,
the Software Subscription Term.
2.2 Copies. Customer may make a reasonable number of copies of the
Documentation solely in connection with its use of the Software.
2.3 Restrictions. The Customer's use of the Product is subject to the following
restrictions:
(a) The total number of Active Users within a Workspace shall not exceed the
applicable number for the applicable License Type, except as expressly agreed to
in writing by the parties and subject to any appropriate adjustment of the fees
payable hereunder;
(b) Except as this SL expressly permits, Customer shall not, and shall not permit any other
person to: (i) copy the Product, in whole or in part; (ii) modify, correct, adapt,
translate, enhance, or otherwise prepare derivative works or improvements of any
Product; (iii) rent, lease, lend, sell, sublicense, assign, distribute, publish, transfer, or
otherwise make available the Product to any person, including on or in connection
with the internet or any time-sharing, service bureau, software as a service, cloud, or
other technology or service; (iv) reverse engineer, disassemble, decompile, decode,
or adapt the Product or otherwise attempt to derive or gain access to the source
code of the Product, in whole or in part; (v) bypass, disable or breach any security
device or protection used for or contained in the Product, including, without
limitation, any applicable License Key or License Activation Code; (vi) delete, alter,
or obscure, intellectual property and proprietary notices on or in the Product; (vii)
use any or all of the Product for purposes of benchmarking, testing or competitive
analysis; or (viii) use the Product for purposes of developing, using, or providing a
competing software product or service;
(c) Customer agrees that no Customer Content or Customer End User Services will: (i)
contain any computer viruses, worms, malicious code, or any software intended to
damage or alter a computer system or data; (ii) be fraudulent, unlawful, harassing,
libelous, threatening, obscene, indecent, abusive or otherwise inappropriate; or (iii)
violate any applicable laws, or infringes, violates or otherwise misappropriates the
intellectual property or other rights of any third-party (including any moral right,
privacy right or right of publicity).
(d) Customer shall not use the Software, or use any Customer Content or Customer End
User Service in connection with the Software, to: (i) do anything illegal, facilitate any
illegal activity or promote violence; (ii) engage in harmful, defamatory, slanderous,
libelous, harassing, threatening, abusive, obscene or indecent activity, or any
human trafficking; (iii) support or facilitate terrorism or terrorist organizations; (iv)
engage in activity that is fraudulent, false or misleading activity; (v) engage in any
activity that is defamatory, harassing, threatening or abusive; (vi) send unauthorized
messages, advertising or spam, including unsolicited promotional or commercial
content or other mass solicitation material; (vii) misrepresent Customer's identity or
affiliation with any entity or organization, or to impersonate any other person; (viii)
harvest, collect or gather data without consent; (ix) violate any applicable laws, or
infringe, violate or otherwise misappropriate the intellectual property or other rights
of any third-party (including any moral right, privacy right or right of publicity); or (x)
design, construct, maintain, operate or use any hazardous environments, systems or
applications, any safety response systems or other safety-critical applications, or any
other use in which the use or failure of the Software could lead to personal injury or
severe physical or property damage.
(e) Customer is responsible for any and all Third-Party Materials it uses in connection
with, or interfaces with, the Software.
2.4 End User Services Terms. Customer shall be solely responsible for, and shall, post
"terms of use", "terms of service", or other legal conditions, as well as all applicable
privacy policies, that End Users must accept and agree to prior to their access to and
use of any Customer End User Service utilizing the Product. No End User may use or
access any such Customer End User Service without first agreeing to and accepting
such legal terms and policies. As between the parties, Customer is solely responsible for
any End User's access to and use of the Customer End User Services. In addition, any
such legal terms and policies provided by Customer must: (i) include terms and
conditions that are at least as protective of Great Ideaz, the Product, including Third-
Party Materials therein, as contained in this SL and the TOS, including, without limitation,
Great Ideaz' intellectual property rights and ownership; (ii) comply with all applicable
laws, rules and regulations, including all export laws; (iii) be consistent with this SL and
the TOS; and (iv) comply with all requirements of Microsoft, Apple, and Google,
including all development and mobile or desktop application terms and conditions,
with respect to development and distribution of mobile or desktop applications using
the Microsoft an/or Apple and/or Google platforms. Customer will ensure that Great
Ideaz is a third-party beneficiary of such Customer End User Service legal terms and
policies with resect to enforcement of the items contemplated in the previous
subsection (i). Customer will (A) use commercially reasonable efforts to monitor and
enforce such Customer End User Service legal terms and policies to the extent any
breach thereof does, or would reasonably be expected to have, an adverse effect on
Great Ideaz, the Products, any Third Party Materials provided by Great Ideaz or Great
Ideaz's intellectual property; (B) immediately notify Great Ideaz in writing of any such
breach(es); (C) comply with all reasonable requests made by Great Ideaz for the
purposes of Great Ideaz and enforcing its rights or its third-party providers' rights,
including all intellectual property rights, in and to the Products or Third Party Materials
provided by Great Ideaz; and (D) as between Great Ideaz and Customer, be solely
responsible and liable for any violation by any and all End Users of the applicable
Customer End User Service legal terms and policies.
2.5 End User Services Support. Customer shall provide support to End Users in respect
of the Customer End User Services, provided, that as between Customer and Great
Ideaz, Great Ideaz will solely (and Customer shall not) support any of the Products.
"Customer's shall support the following (a) any issues related to Customer's
implementation of the Software, including End Users and Customer's application
infrastructure, any custom code, or configurations Customer performs in the
Software;(a) fielding initial calls on a Customer End User Services problem or other
inquiry from an End User; (b) logging and tracking problems and inquiries (e.g. by way
of a ticket containing a reference or tracking number) with the End User; (c) to the
extent reasonably possible, identifying the problem or performance deficiency in the
Software, if any; (d) by reference to only any troubleshooting guide that may be
provided by Great Ideaz in writing, attempted resolution of the problem or
performance deficiency; (e) where such problem has not been resolved, preparation
of an error notification in relation to the problem or performance deficiency; (f)
managing communications and expectations with the End User until the problem or
deficiency is resolved; (g) disclosing to Great Ideaz all resolved problems, deficiencies
and inquiries; and (h) if necessary, escalating the problem, deficiency or inquiry to
Great Ideaz.
2.6 Cooperation. Customer shall: (a) provide all cooperation and assistance as
Great Ideaz may reasonably request to enable Great Ideaz to exercise its rights and
perform its obligations under with this SL and the TOS; (b) as between the parties, obtain
and maintain the Customer Content, Designated Environments and the Customer End
User Services, in accordance with the Documentation, this SL and the TOS; (c) provide
Great Ideaz personnel with such access to and use of the Customer Content,
Designated Environments and Customer End User Services as is necessary for Great
Ideaz to perform its obligations under this SL and the TOS, including providing Great
Ideaz with all access credentials required for Great Ideaz to access and use the
Designated Environments and Customer End User Services; (c) promptly communicate
to Great Ideaz all changes to the Customer Content, Designated Environments and the
Customer End User Services, resources and software, that impact or may impact use of
the Software; and (d) carry out all Customer responsibilities set out in this SL in a timely
and efficient manner.
2.7 Records and Audit. Customer shall keep accurate records regarding its
compliance with the terms and conditions of this SL and the TOS, including the number
of Users and Workspaces. Upon reasonable prior notice, Great Ideaz or its designee
may audit Customer's records to verify Customer's compliance with this SL and the TOS.
Any such audit may be performed at Customer's facilities during normal business hours.
In the event any such audit reveals that Customer has used the Software in excess of
the applicable License Type restrictions, Customer shall promptly pay to Great Ideaz an
amount equal to the difference between the fees actually paid and the fees that
would have been paid by Customer had Customer purchased the number of user
licenses it is shown to have been using by the audit. This Section 2.7 shall survive for a
period of two (2) years from the termination or expiration of this SL.
2.8 Keys; Delivery. Customer agrees that Customer's ability to use the Software may
be determined by the applicable License Key provided to Customer. The Software is
only available electronically via download and will not be available in any other
format. A Software Subscription shall be deemed delivered to Customer upon Great
Ideaz making available to Customer the applicable License Key and License Activation
Code ("Software Subscription Delivery"). Customer understands and agrees that a
License Key and License Activation Code provided by Great Ideaz is required to
enable the Software Subscription and that the License Key and License Activation
Code for the Software Subscription are valid only during the applicable Software
Subscription Term. Customer further agrees that (i) the Software will be automatically
disabled in the event Customer fails to pay the applicable Software Subscription fees in
accordance with the TOS, or, in the absence of any renewal of the Software
Subscription Term, upon the expiration of the applicable Subscription Term; and (ii) the
applicable License Key and License Activation Code will automatically prevent the use
of the Software in violation of the applicable License Type restrictions.
2.9 Export. Customer agrees to comply with all applicable export and re-export laws,
regulations and requirements in connection with this SL. Customer further certifies that it
will not export or re-export any software or Customer End User Services that may be
subject to such laws, regulations and requirements, to any location, or to any end-user,
or for any end-use, without first obtaining any export license, permit or other approval
that may be required. Without limiting the foregoing, Customer specifically agrees that
it will not export or re-export any software subject to export and re-export laws to
country or area where exports are prohibited by the Canadian Federal Government to
that is otherwise under any section by the Canadian Federal Government.
2.10 Open Source. Notwithstanding the foregoing license grants, this SL is not meant
to change or supersede the terms of any Open Source Software license applicable to
any portion of the Software or any component provided with the Software. To the
extent that the terms of any such license conflict with the terms set forth herein, the
terms of such Open Source Software license will prevail. "Open Source Software"
means any open source, community, or other free code or libraries of any type,
including, without limitation, any code which is generally made available on the
internet without charge, such as, for illustrative purposes only, any code licensed under
the GNU Affero General Public License (AGPL), GNU General Public License (GPL), GNU
Lesser General Public License (LGPL), Mozilla Public License (MPL), Apache License, BSD
licenses, or other licenses approved by the Open Source Initiative.
3 Term
3.1 Agreement. The term for this SL commences on the date you accept this SL and
continues to be in effect until the later of the following dates, unless terminated earlier
in accordance with this SL: (i) if you are using the Software under a Free License, the
date you cease using the Software; or (ii) if you are using the Software pursuant to a
Software Subscription, the date of expiration of the last to terminate or expire of the
Software Subscription Terms under this SL ("Term").
3.2 Subscriptions. Each Software Subscription shall commence on Software
Subscription Delivery and shall expire at the end of the Software Subscription Term set
forth on the applicable Order Form, unless earlier terminated in accordance with this SL.
4 Ownership
4.1 Ownership. Customer acknowledges and agrees that the Software and
Documentation are licensed, not sold, to Customer. Great Ideaz and its licensors are,
the sole and exclusive owners of all right, title, and interest, including all intellectual
property rights, in and to (i) the Products, including Software and Documentation, and
Support and Third Party Materials provided by Great Ideaz; (ii) anything developed or
delivered by or on behalf of Great Ideaz under this SL; and (iii) any Upgrades to the
foregoing (i) and (ii). All rights not expressly granted by Great Ideaz to Customer under
this SL are reserved.
4.2 Feedback. Great Ideaz shall have a royalty-free, worldwide, transferable, sub-
licensable, irrevocable, perpetual license to use or incorporate into the Products or
Support any Customer Input. Great Ideaz shall have no obligation to make Customer
Input an Upgrade. Customer shall have no obligation to provide Customer Input.
"Customer Input" means suggestions, enhancement requests, recommendations or
other feedback provided by Customer, its employees, contractors and agents relating
to the operation or functionality of the Products or Support.
5 Confidentiality
The confidentiality provisions of the TOS apply hereunder.
6 Services
Great Ideaz agrees to provide the Customer with Support for the Software. Great Ideaz
has the right to determine which personnel to assign to perform any Support.
7 Disclaimers; Third-Party Materials
7.1 DISCLAIMERS IN SL APPLY. DISCLAIMERS WITH RESPECT TO THE PRODUCTS AND
SUPPORT ARE CONTAINED IN THE TOS AND, FOR CERTAINTY, ARE APPLICABLE TO THIS SL.
7.2 THIRD-PARTY MATERIALS. ALL THIRD-PARTY MATERIALS ARE PROVIDED "AS IS" AND
ANY CONDITION, REPRESENTATION, OR WARRANTY OF OR CONCERNING ANY OF THEM
IS STRICTLY BETWEEN CUSTOMER AND THE THIRD-PARTY OWNER OR DISTRIBUTOR OF SUCH
THIRD-PARTY MATERIALS.
7.3 OPEN SOURCE. The Software may contain certain Third-Party Materials, including
open source components, which are licensed by Great Ideaz to the Customer, under,
and subject to, the specific terms of use or licenses of such Third-Party Materials.
Customer's possession and use of any such Third-Party Materials shall be governed by
the terms of this SL and by terms or licenses applicable to such Third-Party Materials
(and to the extent of any conflict, the latter shall prevail). Great Ideaz does not provide
Upgrades or Support for Third-Party Materials. For the avoidance of doubt, Great Ideaz
shall not have any kind of liability with respect to the Third-Party Materials.
8 Liability
THE LIMITATIONS ON AND EXCLUSIONS FROM LIABILITY ARE CONTAINED IN THE TOS AND,
FOR CERTAINTY, ARE APPLICABLE TO THIS SL; PROVIDED THAT IN NO EVENT WILL GREAT
IDEAZ BE LIABLE FOR ANY THIRD-PARTY MATERIALS OR TO ANY CUSTOMER WHO IS USING
THE SOFTWARE PURSUANT TO A FREE LICENSE TYPE.
9 Export
Customer shall not itself, or permit any other person to, export, re-export, or release,
directly or indirectly any Controlled Technology to any country, jurisdiction or Person to
which the export, re-export, or release of Controlled Technology (a) is prohibited by
applicable law, rule, regulation, or regulatory guidance, or (b) without first completing
all required undertakings (including obtaining any necessary export license or other
governmental approval). "Controlled Technology" means any software,
documentation, technology, or other technical data, or any products that include or
use any of the foregoing, the export, re-export, or release of which to certain
jurisdictions or countries is prohibited or requires an export license or other governmental
approval, under any law, rule, regulation, or regulatory guidance.
10 Indemnities
10.1 Infringement. Great Ideaz shall, at its expense, defend Customer's who are then-
current in their Subscription payments to Great Ideaz from and against any and all
third-party claims, actions or proceedings ("Claims") that the Software as provided by
Great Ideaz to Customer infringes upon patent or copyright issued under the laws of
Canada or the United States ("Infringement Claim"), and Great Ideaz shall indemnify
and hold harmless Customer against any losses, liabilities, damages, costs or expenses
(including reasonable lawyer's fees)("Losses") that are suffered or incurred by Customer
as the result of such Infringement Claim and that are required to be paid in a
settlement approved by Great Ideaz or awarded by a court in a final, non-appealable
judgement; provided, however that Customer notifies Great Ideaz promptly in writing of
such claim, provides Great Ideaz with the sole control and authority to defend or settle
such action or claim, and gives Great Ideaz the authority, information and assistance
necessary to settle or defend such claim.
Notwithstanding the foregoing, Great Ideaz shall have no obligation to defend
Customer or to pay any Losses for any Claim or settlement, based upon: (i) use of a
version of the Product that was not, at the time that the claim arose, the current
unaltered version of the Product provided by Great Ideaz hereunder, including, without
limitation, failure of Customer to install Upgrades containing modifications to make the
Product non-infringing; (ii) combination, operation, integration or interfacing of the
Product with Third Party Materials or Customer End User Service; (iii) use of the Product in
a manner other than as authorized by the Documentation, the Order(s) or these
Standard Customer Terms and Conditions; (iv) Great Ideaz's compliance with the
designs, plans, or specifications furnished by or on behalf of Customer; (v) modifications
to the Product by any person other than Great Ideaz or its authorized agents or
subcontractors; or (vi) Customer's failure to accept any procured right to continue using
the Product.
THIS SECTION 10.1 SETS FORTH CUSTOMER'S SOLE AND EXCLUSIVE REMEDIES AND GREAT
IDEAZ'S SOLE LIABILITY AND OBLIGATION WITH RESPECT TO ANY CLAIM OF INFRINGEMENT
OR MISAPPROPRIATION OF INTELLECTUAL PROPERTY RIGHTS OR PROPRIETARY RIGHTS OF
ANY THIRD-PARTY. THE INDEMNITY AND REMEDIES IN SECTION 10.1 DO NOT APPLY TO
THIRD-PARTY MATERIALS.
10.2 Customer Indemnification Obligation. Customer shall, at its expense, defend
Great Ideaz and the Great Ideaz Associates from and against any and all Claims, and
indemnify and hold harmless Great Ideaz and the Great Ideaz Associates from and
against any and Losses suffered or incurred by Great Ideaz or any Great Ideaz
Associate as the result of any such Claims, in relation to: (a) Customer Content; (b) the
Customer End User Services; (c) Customer's breach of this SL; (d) any Third Party
Materials it uses in connection with, or interfaces with, the Software; (e) any of the
exclusions in (i) through (vi) set out in the second paragraph of Section 10.1; or (f) claims
by any End Users. "Great Ideaz Associates" are Great Ideaz's affiliates, and Great
Ideaz's and its affiliates' officers, directors, shareholders, agents, successors, and assigns.
11 Suspension and Termination
11.1 Immediate Suspension and Termination. Failure of Customer to fully pay any fees
when due or breach of Sections 2 or 4 will justify the immediate suspension of
Customer's receipt of Support or, in Great Ideaz's discretion, the termination of this SL.
Any such suspension or termination does not relieve Customer from paying all amounts
due Great Ideaz under this SL for the remainder of the then applicable term of each
outstanding Order.
11.2 General Termination. This SL may be terminated at any time: (a) by either party,
effective on written notice to the other party, if the other party materially breaches this
SL and such breach remains uncured 30 days after the non-breaching party provides
the breaching party with written notice (specifying the breach in reasonable detail) of
such breach; or (b) by Great Ideaz, effective immediately, if the Customer: (i) is
dissolved, liquidated, or wound-up or takes any corporate action for such purpose; (ii)
becomes insolvent or is generally unable to pay its debts as they become due; (iii)
becomes the subject of any voluntary or involuntary bankruptcy proceeding under any
federal or foreign bankruptcy or insolvency law; (iv) makes or seeks to make a general
assignment for the benefit of its creditors; or (v) applies for, or consents to, the
appointment of a trustee, receiver, receiver-manager, or custodian for all or a
substantial part of its property.
11.3 Effect of Termination. On the expiration or earlier termination of this SL: (a) all
rights, licenses, and authorizations of Customer hereunder will immediately terminate
and Customer shall: (i) immediately cease all use of and other activities with respect to
the Product other than those described in Section 11.3(a)(ii); (ii) within 5 days deliver to
Great Ideaz, or at Great Ideaz's written request destroy, and permanently erase from all
devices and systems, including the Designated Environments, Customer directly or
indirectly controls, the Products, Third-Party Materials and the Great Ideaz's Confidential
Information; and (iii) certify by an officer to Great Ideaz in a signed written certificate
that it has complied with the requirements of this Section 11.3; (b) on any termination or
expiration of this SL, Customer shall pay all amounts payable under this SL through the
effective date of the expiration or termination of this SL; and (c) in addition, on any
termination of this SL by Customer for convenience or by Great Ideaz for cause, (x)
Customer shall pay all amounts payable to Great Ideaz under this SL, including all Fees
that would have become payable had the SL remained in effect through expiration of
its then-current term; and (y) Great Ideaz has no obligation whatsoever to refund to
Customer any pre-paid fees. The foregoing will be without prejudice to any other rights
and remedies that either party may have under this SL or at law or in equity.
11.4 Any provision of this SL, which, by its nature, would survive termination or
expiration of this SL will survive any such termination or expiration.
12 Other
12.1 Assignment. Customer may not assign transfer, or delegate any of its rights or
obligations under this SL to any third-party without Great Ideaz's prior written consent.
Great Ideaz may assign or transfer this SL or any rights or obligations under this SL to any
third-party without Customer's consent. Any purported assignment, transfer, or
delegation in violation of this provision is void from the outset. This SL will enure to the
benefit of and be binding upon the parties, their permitted successors and permitted
assignees.
12.2 Publicity. Unless you provide us with written notice to the contrary or of any
reasonable restrictions or requirements, Great Ideaz may identify Customer as a
customer of Great Ideaz (using Customer's name and logo) and describe the general
nature of the relationship and use of the Software by Customer, in Great Ideaz's
promotional materials, press releases, presentations, proposals to current and
prospective clients, as well as on Great Ideaz's website.
12.3 Governing Law; Venue. This SL shall be governed by and construed in
accordance with the laws of the Province of Ontario, Canada without reference to the
conflicts of law principles. This SL shall not be governed by the United Nations
Convention of Contracts for the International Sale of Goods, as amended, replaced, or
re-enacted from time to time, the application of which is hereby expressly excluded.
The exclusive venue for all claims arising out of or in connection with this SL shall be in
Toronto, Ontario, Canada, but the parties agree that Great Ideaz may seek equitable
relief in any venue it so chooses.
12.4 Notices. Notices sent to either party will be effective when delivered 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 official contact designated by the Party to whom
a notice is being given. Notices must be in writing and sent: (i) if to Great Ideaz, to the
following address: 8 Alexis Rd., Markham, Ontario, Canada, L3T 6Z2, Attention: Finance
& Legal Department, e-mail: contract@greatideaz.com; and (ii) if to Customer, to the
current postal or email address that Great Ideaz has on file with respect to Customer.
Great Ideaz may change its contact information by giving notice thereof to Customer.
Customer is solely responsible for keeping its contact information on file with Great
Ideaz current at all times during the Term.
12.5 Entire Agreement; Conflicts. This SL, along with the TOS and each Order,
constitutes the entire agreement between the parties with respect to the subject
matter contained in those documents and supersedes all prior or contemporaneous
agreements, representations, or other communications, whether written or oral.
12.6 Amendments. Great Ideaz may amend this SL, or any provision thereof, with
immediate effect at any time and without notice. Your use of Software following any
such amendment (including those implemented as part of the release of an Update)
will constitute your agreement to the terms and conditions of this SL in effect at the time
of such use. No other amendment, supplement, modification, waiver, or termination of
this SL and, unless otherwise expressly specified in this SL, no consent or approval by any
party, will be binding unless executed in writing by the party or parties to be bound
thereby.
12.7 Severability. Any provision of this SL found by a tribunal or court of competent
jurisdiction to be illegal or unenforceable will be severed from this SL and all other
provisions of this SL will remain in full force and effect.
12.8 Waiver. A waiver of any provision of this SL must be in writing and a waiver in one
instance will not preclude enforcement of such provision on other occasions.
12.9 Construction. Except as otherwise provided in this SL, the parties' rights and
remedies under this SL are cumulative. The terms "include" and "including" mean,
respectively, "include without limitation" and "including without limitation." The
headings of sections of this SL are for reference purposes only and have no substantive
effect. The terms "consent" or "discretion", when used in respect of Great Ideaz in this
SL means the right of Great Ideaz to withhold such consent or exercise such discretion,
as applicable, arbitrarily and without any implied obligation to act reasonably or
explain its decision to Customer.
12.10 Independent Contractor. Great Ideaz's relationship to Customer is that of an
independent contractor. Nothing contained in this SL shall be deemed to create any
association, partnership, joint venture, or employment or agency relationship between
the parties hereto or provide either party with the right, power or authority, whether
express or implied, to create any such duty or obligation on behalf of the other party.
12.11 English Language. It is the express wish of the parties that this SL and all related
documents be drawn up in English. C'est la volont� expresse des parties que la
pr�sente convention ainsi que les documents qui s'y rattachent soient r�dig�s en
anglais.
[End of SL.]