This website, airxheat.com including all associated domains (airxheat.ca, hvac.plus) designs, copy and software is the property of AIRXHEAT.COM (‘AIRXHEAT’’) and all sites associated to this website by AIRXHEAT are governed by these Terms of Use and by using this site, you agree to these terms of use. We reserve the right to add, remove, change and update these terms at our discretion.
''Confidential Information'' includes any information, document, material, idea or data, which is disclosed by one party to the other party including, but not limited to, information regarding the AIRXHEAT Website, Software and Services. Confidential Information shall not include any document, material, idea, data or other information which (i) is known to the receiving party under no obligation of confidence, at the time of disclosure by the other party; (ii) is lawfully obtained by the receiving party from a third party who, in making such disclosure, breaches no obligation of confidence to the other party; (iii) is or becomes publicly known through no wrongful act of the receiving party; (iv) is independently developed by the receiving party without use of the disclosing partyís information; or (v) is required to be disclosed by government or court order or other legal process, provided that the receiving party has taken reasonable steps to permit the owner of the information to prevent or limit such compulsory disclosure.
''Client'' refers to an end user of the Website, Software and Services.
''Data'' means any data collected by you using this Website, Software and Services.
''Software'' or ''AIRXHEAT Software'' means the Website, Software and Services provided by AIRXHEAT to Client hereunder, including any software developed in the course of providing service.
''User'' means an end user of the Website, Software and Services.
The Client agrees that the Website, Software licences and Services being used or purchased are limited.
All rights not expressly granted are reserved in their entirety.
THE AIRXHEAT SOFTWARE, WEBSITE AND SERVICES ARE PROVIDED ''AS IS'' WITHOUT EXPRESS OR IMPLIED WARRANTIES OR CONDITIONS OF ANY KIND, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, MERCHANTABLE QUALITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE OR THOSE ARISING BY LAW, STATUTE, USAGE OF TRADE OR COURSE OF DEALING. AIRXHEAT DOES NOT WARRANT THAT EITHER THE AIRXHEAT WEBSITE, SERVICES OR THE SOFTWARE WILL BE COMPLETE, ERROR-FREE, SECURE OR THAT THEY WILL MEET CLIENTíS REQUIREMENTS.
The website and software provided or licensed hereunder, including software created pursuant to custom development services, is the property of AIRXHEAT.
Any products, improvements or alterations made to the Website and Software in the course of or in violation of this Agreement shall become the property of AIRXHEAT.
The Website and Software are protected by copyrights, trade marks, international treaties and/or other proprietary rights and laws of the Canada and other countries. Client agrees to abide by all applicable proprietary rights laws and other laws, as well as any additional copyright notices or other restrictions in the Agreement. The Software licences provided hereunder grant no right, title, or interest in any intellectual property owned or licensed by AIRXHEAT, and create no relationship between Client and AIRXHEAT, other than that of licensee to licensor.
THE WEBSITE, SOFTWARE AND SERVICES ARE PROVIDED ''AS IS'' WITHOUT EXPRESS OR IMPLIED WARRANTIES OR CONDITIONS OF ANY KIND, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OF MERCHANTABILITY, MERCHANTABLE QUALITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE OR THOSE ARISING BY LAW, STATUTE, USAGE OF TRADE OR COURSE OF DEALING. AIRXHEAT DOES NOT WARRANT THAT THE WEBSITE, SERVICES OR SOFTWARE WILL BE COMPLETE, ERROR-FREE, SECURE OR THAT THEY WILL MEET CLIENTíS REQUIREMENTS. CLIENT ASSUMES THE ENTIRE RISK ARISING OUT OF THE USE OF THE WEBSITE, SERVICES OR SOFTWARE AND THE DATA. CLIENT ACKNOWLEDGES THAT IT HAS OR WILL HAVE INDEPENDENTLY DETERMINED THAT ALL DATA ACQUIRED BY IT USING THE WEBSITE, SOFTWARE OR SERVICES MEETS ALL OF CLIENTíS TECHNICAL SPECIFICATIONS AND BUSINESS REQUIREMENTS. CLIENT ALSO ASSUMES SOLE RESPONSIBILITY WITH RESPECT TO ANY COLLECTION, USE, OR DISCLOSURE OF THE DATA.
AIRXHEAT expressly denies any warranty that the Website and any Software created or Services provided hereunder will interface with any third party software.
AIRXHEAT shall not be responsible for loss or destruction of Data used in conjunction with the Website, Software or Services.
The Client agrees that lack of use of the Website, Software or Services, regardless of reason, shall not relieve the Client from the terms of this Agreement.
In no event shall AIRXHEAT be liable for any consequential, special, incidental or punitive damages whatsoever arising out of this Agreement.
AIRXHEAT is not responsible for injury to persons or property arising out of Clientís use of the Website, Software or Services; material published by the Client infringing on the rights of a third party; copyright or patent infringement claims; claims based on the publication of or collection of illegal materials, damages resulting from loss of data, non delivery or interruption of any AIRXHEAT Software, Website or Services, even if AIRXHEAT has been advised of the possibility of such damages and regardless of the legal basis for relief.
AIRXHEAT's entire liability to Client shall not exceed, in the aggregate, the amounts paid to AIRXHEAT by Client under this Agreement during the three months preceding the initiation of any claim by Client for damages arising out of, or related to, this Agreement.
The foregoing exclusions and limitations shall apply regardless of the nature of the loss or damages or the legal basis of any claim. The foregoing exclusions and limitations shall survive the expiry or termination of this agreement.
Client acknowledges that any fees paid to AIRXHEAT under this Agreement contemplate the foregoing allocation of risks.
AIRXHEAT shall defend, indemnify and hold Client harmless, its officers, directors, employees and agents from any losses, damages, costs and expenses incurred in connection with or resulting from (i) any claim brought by any third party against Client alleging that the Website, Software or Services infringe the intellectual property rights of any third party in Canada, or (ii) the unauthorized use or breach by AIRXHEAT of Confidential or Personal information provided by the Client under this Agreement.
AIRXHEAT shall not be liable for infringement claims based on (i) any information, materials, specifications or requirements provided to AIRXHEAT by Client; (ii) the combination, operation or use of the Website, Services or Software with hardware, data or software not supplied by AIRXHEAT if the claim would have been avoided by use of other hardware, data, website or software; or (iii) modifications to Website and Software if the modifications were not authorized by AIRXHEAT.
In the event that the Website, Software of Services become the subject of an infringement claim or AIRXHEAT or Client are temporarily or permanently enjoined from the use of any Software, Website or Services, AIRXHEAT may, at its sole discretion, (i) procure for Client the right to continue using such Software, Website or Services; (ii) modify the Website, Software or Services so they become non-infringing; or (iii) require Client to cease using and to return the affected Website, Software and/or Services and refund to Client a pro rata portion of the fees paid for them, less depreciation based on a three-year period.
Subject to AIRXHEATíS indemnity obligations as set out in this section, Client shall defend, indemnify and hold AIRXHEAT, its officers, directors, employees and agents harmless from any and all claims, costs, expenses or damages (including, without limitation, reasonable legal fees) incurred in connection with or resulting from: (i) any breach by Client of the terms and conditions of this Agreement; (ii) of Clientís use of the Website, Software or collection, use, or disclosure of the Data in violation of any applicable law or regulation; (iii) the wilful acts or negligence of Client; or (iv) the intentional failure of any User to comply with this Agreement, including without limitation the End User License Agreement.
The indemnification obligations set forth above are contingent upon the indemnified party seeking indemnification: (i) providing prompt written notice of a claim; (ii) providing all information and evidence within its control which is necessary for the indemnifying party to conduct a defense; and (iii) providing the indemnifying party with sole control of the defense and all related settlement negotiations. The non-indemnifying party may participate in the defense or settlement of the claim at its own expense.
Entire Agreement This Agreement, including the schedules, constitutes the entire agreement and understanding between the parties concerning the subject matter, and supersedes all prior negotiations, agreements and commitments (whether oral or in writing) with respect to the subject matter.
Conflicts Where there is a conflict between the terms and conditions of this Master Software Licence and Services Agreement and any Schedule, the terms of the Schedule shall govern only to the extent they apply to the particular Website, Software or Services governed by such Schedule.
Amendments Except as otherwise provided for herein, the terms of this Agreement can only be amended by a document in writing signed by both parties. The conditions and pricing for any Website or Software licence or Service provided herein are only valid for the corresponding term, and may be amended by AIRXHEAT prior to renewal.
Assignment and Outsourcing, Client may not assign this agreement without the written consent of AIRXHEAT. Client may not disclose or provide any Software, Website or other AIRXHEAT materials to, or require AIRXHEAT to work with, any third party, including any Client outsourcing partner, without: (i) obtaining AIRXHEAT's express written consent, which consent may be withheld at AIRXHEAT's sole discretion; and (ii) having such third party agree to be bound by the terms and conditions of this Agreement. If Client breaches this Agreement by allowing any such third party to deal with any AIRXHEAT provided materials without the written consent of AIRXHEAT or by insisting that AIRXHEAT deal with the third party, AIRXHEAT may terminate this Agreement in addition to any other remedies, which may be available to AIRXHEAT in law or equity.
Support, AIRXHEAT will accept requests for technical support with registration and acceptance on the airxheat.com including all associated domains (airxheat.ca, hvac.plus)
Survival, If any term, clause or provision of this Agreement shall be judged invalid for any reason whatsoever, such invalidity shall not affect the validity or operation of any other term, clause or provision and such invalid term, clause or provision shall be deemed to have been deleted, from this Agreement.
Jurisdiction, This Agreement shall be governed by and construed in accordance with the laws of the Province of Ontario and the applicable federal laws of Canada. Licensee hereby consents and attorns to the jurisdiction of the courts of such province.
Marketing and Public Relations, Client agrees that during the term of this Agreement, AIRXHEAT may, in response to individual inquiries or in a press release, refer to Client, orally and in writing, as a client.
Language, Client and AIRXHEAT both agree that this Agreement and any of its accessories, including notice, be written in the English language. Client et AIRXHEAT avons exigÈ que ce contrat et ses accessoires, y compris tout avis, soient rÈdigÈs en anglais.
The Website and software are copyright © AIRXHEAT, all rights reserved. No copying or distribution without prior written consent. This website, and the software and documentation contained herein are subject to the copyright and intellectual property laws under the laws of Canada and, through international treaties, the laws of other countries. Reproduction of any part of this website package or its contents without the express prior written authorization of AIRXHEAT may result in civil or criminal prosecution.
Use of the website, software, graphics, documentation, photos, user interfaces, text, logos, artwork and designs contained herein (the ìSoftwareî and the ìWebsiteî) is subject to the terms and conditions of the terms of use and subsequently a registration agreement and end user license agreement or EULA, which must be adhered during use, including provisions which limit AIRXHEAT liability and disclaim express or implied warrantees of any kind. ""AIRXHEAT"", the ""AIRXHEAT LOGO DESIGN"", the ""AIRXHEAT DESIGN"" and the names of individual programs contained herein are the trade marks of AIRXHEAT or its licensors and may not be used without prior written consent.
This is a legal agreement between you, Client, and AIRXHEAT.COM (‘’AIRXHEAT’’) stating the terms that govern your licence to use the Software to which this End User Licence Agreement is included as a click through agreement or to which this End User Licence Agreement is attached, and for which Client has paid the licence fees set out in a corresponding Purchase Order.
By executing an agreement or Purchase Order to which this End User Licence Agreement is attached, or by clicking ''I ACCEPT'' during the installation process for the software in which these terms and conditions feature as an End User Licence Agreement, you, Client, agree to be bound by the terms and conditions or this End User Licence Agreement with respect to the applicable Software, and that you have authority to bind your corporation or employer on whose computers you intend to install or are installing the Software.
1. Defined Terms
In addition to terms defined elsewhere in the Agreement to which these terms of Service relate, the following terms are also defined.
''Agreement'' means this End User Licence Agreement, the Purchase Order pursuant to which the Software is provided, and any AIRXHEAT Master Software Licence and Services Agreement referenced by the Purchase Order and executed by Client and AIRXHEAT.
''CPU'' refers to computer processors which have access to an executable version of the Software, either directly or through a network. All CPUs must be licensed at the appropriate Tier.
''Data'' means any data collected by Client using the Software.
''Fee'' or "Fees" means any amount due or owing by Client to AIRXHEAT under this Agreement.
''Purchase Order'' means the agreement between Client and Customer stating the Fees and scope of licence granted to Client for use of the Software.
''Software'' or ''AIRXHEAT Software'' means proprietary software created and owned or licensed by AIRXHEAT.
2. Licensed Rights and Restrictions
A. Clientís licensed rights are limited to the number or location of CPUs indicated in the Purchase Order.
B. Unless otherwise specified, the licence acquired by Client covers a single Client site, and the Software may not be accessed or used by a user accessing a CPU at a licensed site over the Internet or any other network.
C. Client may install and personally use the Software and any updates provided by AIRXHEAT (in its sole discretion) in object code form on the CPUs owned or controlled by Client for internal purposes only and may use the Software for Clientís own non-commercial use or benefit. It is Clientís responsibility to ensure that any uses made of the Software comply with all applicable laws including, but not limited to, intellectual property laws designed to govern the use of the Software in conjunction with other copyrighted or patented material.
D. Client may not: (i) decompile, reverse engineer, disassemble, modify, rent, lease, loan, distribute, or create derivative works or improvements from the Software or any portion thereof; (ii) attempt to, or assist any other person to reverse engineer, decompile, disassemble, or otherwise tamper with any of the security components, special rules or other protection applications for any reason whatsoever; (iii) incorporate, or cause another to incorporate, the Software into any computer chip or the firmware of a computing device; (iv) use the Software in any unlawful manner, for any unlawful purpose (including the unlawful use of Data), or in any manner inconsistent with the Agreement; (v) sell, lease, loan, distribute, transfer or sublicense the Software or access thereto or derive income from the use or provision of the Software, whether for direct commercial or monetary gain or otherwise, without AIRXHEAT's prior, express, written permission; (vi) USE THE SOFTWARE TO OPERATE NUCLEAR FACILITIES, LIFE SUPPORT OR OTHER MEDICAL EQUIPMENT, MANUFACTURING OR CONSTRUCTION EQUIPMENT, WEAPONS SYSTEMS, AIRCRAFT OR NAUTICAL NAVIGATION OR COMMUNICATION SYSTEMS, AIR TRAFFIC CONTROL SYSTEMS, OR FOR ANY OTHER MISSION CRITICAL APPLICATION WHERE HUMAN LIFE OR PROPERTY MAY BE AT RISK (CLIENT UNDERSTANDS THAT THE SOFTWARE IS NOT DESIGNED FOR SUCH PURPOSES AND THAT ITS FAILURE IN SUCH CASES COULD LEAD TO DEATH, PERSONAL INJURY, OR SEVERE PROPERTY OR ENVIRONMENTAL DAMAGE AND AGREES THAT AIRXHEAT IS NOT RESPONSIBLE FOR ANY SUCH DAMAGES); or (vii) assign, copy, transfer or transmit the Software to any third party or purport to transfer or assign Clientís rights under this End User Licence Agreement to another person or entity.
E. The Software and all applications, documentation, and local computer files installed or utilized by the installer application are owned by AIRXHEAT, or AIRXHEAT's licensors, and are licensed on a non-exclusive, non-assignable, non-transferable basis as further limited by the terms and conditions set forth herein. This End User Licence Agreement defines legal use of the Software, all updates, revisions, substitutions, and any copies of the Software made by or for Client. All rights not expressly granted to Client are reserved by AIRXHEAT or by their respective owners, in their entirety, including the right of AIRXHEAT to use standard anti-piracy techniques to report abuse of licence and to deactivate the Software in the case of non-payment or abuse of licence.
F. The Software may allow Client to collect and store Data relating to third parties, including financial or confidential information. Client is solely responsible for the collection, use and disclosure of all Data used by the Software, including the security, integrity, preservation and backing up of any such Data.
3. System Requirements and Upgrades
A. Use of the Software requires Client, at Clientís own expense, to obtain, separate from this Agreement, a compatible device, operating systems, other hardware and certain software. Currently, the minimum device specifications are contained within the Software documentation or statements of work pursuant to which the Software was developed. From time to time, Client may be required to obtain updates or upgrades for its hardware or software to continue to use any updated or upgraded version of the Software.
B. AIRXHEAT may provide updates or upgrades to the Software at its sole discretion or pursuant to a Services Agreement. Upon installation, any such updates or upgrades added to the Software shall become Software.
4. Payment of Fees
A. All Software licences offered by AIRXHEAT are prepaid. Payment must be received in advance of using the Software.
B. Payment may be made by cheque dated on the signing date. Post-dated cheque payments will not be accepted or processed, and will incur a $25.00 service charge. Client will incur a service charge of $50.00 for each cheque returned to AIRXHEAT for insufficient funds, and AIRXHEAT reserves the right to require that future cheques be certified.
C. Client is responsible for the payment of all value-added, sales taxes and other taxes or duties applicable in their jurisdiction.
D. Any Fees that are not paid when due shall be subject to interest at a rate of 1.5% per month calculated monthly from the due date until the date of payment in full.
E. A termination notice shall not relieve Client from the terms of this Agreement until all amounts owing have been paid in full.
5. Notice
B. All notice to Client regarding Client's account shall be to the address provided on the Purchase Order.
6. AIRXHEAT Property
A. The Software is the property of AIRXHEAT.
B. Any products, improvements or alterations made to the Software in violation of this Agreement shall become the property of AIRXHEAT.
C. The Software is protected by copyrights, trade marks, international treaties and/or other proprietary rights and laws of the Canada and other countries. Client agrees to abide by all applicable proprietary rights laws and other laws, as well as any additional copyright notices or other restrictions in the Agreement. This Software licence grants no right, title, or interest in any intellectual property owned or licensed by AIRXHEAT, and creates no relationship between Client and AIRXHEAT, other than that of licensee to licensor.
D. Client shall not allow the Software or this Agreement to be subject to any claims, liens, or encumbrances.
7. Client Property
The Client shall own all Data used with the Software licensed under this Agreement.
8. Suspension and Termination
A. In addition to any other remedy available to AIRXHEAT, if Client fails to make any payment under this Agreement, AIRXHEAT may suspend or revoke Clientís licence to the Software until all overdue Fees and interest are paid in full.
B. Accounts that have been suspended shall continue to incur Fees and interest while suspended.
C. If Client fails to make any payment or otherwise breaches any term of this Agreement and fails to cure such breach within thirty (30) days, AIRXHEAT may terminate this Agreement, including any licences granted herein, at any time after the expiry of such notice period.
D. All outstanding Fees due are payable immediately on notice of termination.
E. Client may terminate this End User Licence Agreement by discontinuing use of all or any part of the Software and by destroying all of Clientís copies of the applicable Software, and certifying in a letter from a senior officer or director of Client that all such copies have been deleted or destroyed.
9. Representations Warranties and Disclaimers
A. AIRXHEAT represents and warrants that it has the right to provide the AIRXHEAT Software in Canada, including the right to license AIRXHEAT Software in accordance with this Agreement.
B. THE SOFTWARE IS PROVIDED ''AS IS'' WITHOUT EXPRESS OR IMPLIED WARRANTIES OR CONDITIONS OF ANY KIND, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OF MERCHANTABILITY, MERCHANTABLE QUALITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE OR THOSE ARISING BY LAW, STATUTE, USAGE OF TRADE OR COURSE OF DEALING. AIRXHEAT DOES NOT WARRANT THAT THE SOFTWARE WILL BE COMPLETE, ERROR-FREE, SECURE OR THAT IT WILL MEET CLIENTíS REQUIREMENTS. CLIENT ASSUMES THE ENTIRE RISK ARISING OUT OF THE USE OF THE SOFTWARE AND THE DATA. CLIENT ACKNOWLEDGES THAT IT HAS OR WILL HAVE INDEPENDENTLY DETERMINED THAT ALL DATA ACQUIRED BY IT USING THE SOFTWARE MEETS ALL OF CLIENTíS TECHNICAL SPECIFICATIONS AND BUSINESS REQUIREMENTS. CLIENT ALSO ASSUMES SOLE RESPONSIBILITY WITH RESPECT TO ANY COLLECTION, USE, OR DISCLOSURE OF THE DATA.
C. AIRXHEAT expressly denies any warranty that the Software will interface with any third party software.
D. AIRXHEAT shall not be responsible for loss of destruction of Data used in conjunction with the Software.
E. The Client agrees that lack of use of the Software, regardless of reason, shall not relieve the Client from the terms of this Agreement.
10. Limitation of Liability
A. IN NO EVENT SHALL AIRXHEAT BE LIABLE FOR ANY CONSEQUENTIAL, SPECIAL, INCIDENTAL OR PUNITIVE DAMAGES WHATSOEVER ARISING OUT OF THIS AGREEMENT.
B. AIRXHEAT IS NOT RESPONSIBLE FOR INJURY TO PERSONS OR PROPERTY ARISING OUT OF CLIENTíS USE OF THE SOFTWARE; MATERIAL PUBLISHED BY THE CLIENT INFRINGING ON THE RIGHTS OF A THIRD PARTY; COPYRIGHT OR PATENT INFRINGEMENT CLAIMS; CLAIMS BASED ON THE PUBLICATION OF OR COLLECTION OF ILLEGAL MATERIALS, DAMAGES RESULTING FROM LOSS OF DATA, NON DELIVERY OR INTERRUPTION OF ANY AIRXHEAT SOFTWARE, EVEN IF AIRXHEAT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND REGARDLESS OF THE LEGAL BASIS FOR RELIEF.
C. AIRXHEATíS ENTIRE LIABILITY TO CLIENT SHALL NOT EXCEED, IN THE AGGREGATE, THE AMOUNTS PAID TO AIRXHEAT BY CLIENT UNDER THIS AGREEMENT DURING THE THREE MONTHS PRECEDING THE INITIATION OF ANY CLAIM BY CLIENT FOR DAMAGES ARISING OUT OF, OR RELATED TO, THIS AGREEMENT.
D. THE FOREGOING EXCLUSIONS AND LIMITATIONS SHALL APPLY REGARDLESS OF THE NATURE OF THE LOSS OR DAMAGES OR THE LEGAL BASIS OF ANY CLAIM. THE FOREGOING EXCLUSIONS AND LIMITATIONS SHALL SURVIVE THE EXPIRY OR TERMINATION OF THIS AGREEMENT.
E. CLIENT ACKNOWLEDGES THAT ANY FEES PAID TO AIRXHEAT UNDER THIS AGREEMENT CONTEMPLATE THE FOREGOING ALLOCATION OF RISKS.
F. SOME JURISDICTIONS DO NOT ALLOW LIMITATIONS OF SOME TYPES OF LIABILITY. ANY LIMITATIONS OF LIABILITY CONTAINED IN ANY WORD OR PHRASE OF SECTION 9 OR SECTION 10 THAT ARE INVALIDATED BY LOCAL LAW SHALL BE SEVERED AND SHALL NOT AFFECT ANY OTHER LIMITATIONS OF LIABILITY WHICH SHALL CONTINUE TO BE OF FULL FORCE AND EFFECT.
11. Indemnity
A. Client shall indemnify and hold AIRXHEAT, its officers, directors, employees and agents harmless from any and all claims, costs, expenses or damages (including, without limitation, reasonable legal fees) incurred in connection with any claim against AIRXHEAT arising out of Clientís use of the Software or collection, use, or disclosure of the Data or any breach of the terms of this Agreement by Client whether in tort, contract, under the privacy legislation of any jurisdiction or otherwise, including without limitation any claims or damages caused by: (i) the willful acts or negligence of Client; (ii) the collection, use or disclosure of personal data of any person; or (iii) the use of the AIRXHEAT Software outside Canada.
B. AIRXHEAT shall give notice of all claims to which this indemnity applies to Client, and Client may participate in the defence thereof with counsel of choice with AIRXHEAT's consent, not to be unreasonably withheld.
12. General
A. Amendments The terms of this End User Licence Agreement may be amended in advance of any renewal term by AIRXHEAT posting the current version of its End User Licence Agreement on its website at www.AIRXHEAT.ca, such amended terms shall be deemed to be accepted upon renewal of the Software licence by Client.
B. Waver, Severability and Survival The failure of AIRXHEAT to exercise or enforce any right or provision of this Agreement shall not constitute a waiver of such right or provision. If any term, clause or provision of this Agreement shall be judged invalid for any reason whatsoever, such invalidity shall not affect the validity or operation of any other term, clause or provision and such invalid term, clause or provision shall be deemed to have been deleted from this Agreement. Sections 10, 6, 11, and 12 of this End User Licence Agreement shall survive termination for a period of five (5) years following the later of termination and last use of the Software by Client or someone who obtains the Software from Client.
C. Jurisdiction of Disputes This Agreement shall be governed by and construed in accordance with the laws of the Province of Ontario and the applicable federal laws of Canada.
D. Client shall not be entitled to assign this Agreement or any portion hereof, and any such purported assignment shall be declared null and void.
A. Force Majeure. If either party is delayed or interrupted in or prevented from the performance of its obligations hereunder, except regarding the payment of money, by reason of an act of God, fire, flood, war, public disaster, governmental enactment, regulation or any other cause beyond its control, such party shall not be responsible or liable to the other party therefore, and the time for performance of obligations hereunder shall be extended for a period of time equal to the duration of the contingency that has occasioned the delay, interruption, or prevention of performance.
E. Client and AIRXHEAT both agree that this End User Licence Agreement and any of its accessories, including notice, be written in the English language. Client et AIRXHEAT avons exigÈ que ce contrat et ses accessoires, y compris tout avis, soient rÈdigÈs en anglais.
