Master Terms of Service

Last Revised: February 4, 2024

Welcome to Made It Legal, we’re happy you’re here. Before you use our Services, please review these Master Terms of Service (“Master Terms of Service“) thoroughly. Capitalized words are given the meanings listed below under Section 1 (Definitions and How to Interpret the Master Terms of Service). If you have questions on these Master Terms of Service, please contact us before you use our Services.

Wherever used in this Agreement, “you“, “your“, “Customer“, and similar terms mean the person or legal entity accessing or using the Services. If you are accessing and using the Services on behalf of a company (such as your employer) or other legal entity, “you”, “your” or “Customer” means the company or other legal entity on whose behalf you are using the Services.

By accessing or using the Services you are agreeing to the terms and conditions in these Master Terms of Service, which means you will be in a legal agreement with Made It Enterprises Inc. (the “Company“, “we“, “us“, “our“, and similar expressions).

Additional terms may apply to your use of the Services:

• If you are a Lawyer providing your Legal Services through the Lawyer Marketplace, the Lawyer Marketplace, we will enter into additional terms directly with you before you may access the Lawyer Marketplace.
• If you are a Customer receiving Legal Services from a lawyer through the Lawyer Marketplace, the Lawyer Marketplace Terms of Service apply to you.
• Our Acceptable Use Policy applies to all our Services.
• Our Privacy Policy applies to all our Services.

 

1. Definitions and Interpretation. In this Agreement, words using the singular number only include the plural and vice versa. The headings are intended solely for convenience of reference and will be given no effect in the interpretation or construction of this Agreement. Wherever the words “include”, “includes” or “including” are used, they are interpreted to be followed by the words “without limitation” and the words following “include”, “includes”, or “including” are not to be considered an exhaustive list. When used in this Agreement, the following defined terms have the meanings below:

“Affiliate” means regarding a legal entity, an entity owned by, controlling, controlled by, or under common control with, directly or indirectly, a party (but only for as long as such entity meets these requirements). For this purpose, one entity “controls” another entity if it has the power to direct the management and policies of the other entity, for example, through the ownership of voting securities or other equity interests, representation on its board of directors or other governing body, or by contract.

“Aggregate Data” means anonymized or aggregated Customer Data and other information relating to the Services and the Platform and your use of them such that you are no longer identified or identifiable by reference to such data or with the combination of that data with other datasets.

“Agreement” means these Master Terms of Service together with all additional terms stated to be applicable, Orders, SOWs, and any addenda, schedules, and exhibits, as such are amended, supplemented, or replaced from time to time, and all other terms referenced in these Master Terms of Service.

“API” means the set of programming instructions and standards through an application programming interface intended to be used as an interface by the Platform’s software components and those of the Customer’s to allow them to communicate with each other.

“Applicable Laws” means all applicable laws, treaties, rules, regulations, ordinances, court, or governmental orders, whether international, federal, state, provincial, municipal, or local, to which the applicable Party is subject, including Privacy Laws.

“Authorized User” means an individual, such as an employee, consultant, or contractor, using the Services on behalf of a Customer for the Customer’s own business purposes.

“Beta Service” means services or functionality within the Platform which are designated as beta, preview, evaluation, or a similar description and meant for testing or evaluation purposes rather than general commercial use by Customers.

“Claim” means an action, allegation, cause of action, cease and desist letter, charge, citation, claim, demand, directive, lawsuit, or other litigation or proceeding, or notice.

“Customer” means our customer using the Platform to create and manage Legal Documents through the functionality of the Platform or to access and purchase Legal Services from Lawyers through the Lawyer Marketplace.

“Customer Data” means any information, data, materials, expressions, or other content posted, provided, entered, or made available by the Customer or an Authorized User on the Platform, or by the Company on the Customer’s or an Authorized User’s behalf, for the purpose of the Customer’s or an Authorized User’s use of the Platform or facilitating the Customer’s or an Authorized User’s use of the Platform, but excludes Aggregate Data.

“Damages” means assessments, fines, bona fide settlements, costs, damages, expenses (including reasonable attorneys’ and accountants’ fees), judgments, liabilities, losses, or penalties, incurred in connection with a Claim.

“Documentation” includes all manuals, instructions, publications, video content, diagrams, and similar materials related to the Services provided by or authorized by the Company.

“Electronic Communications” means the communications to or from others, including us, that the Platform allows you to send and receive by electronic means.

“Fees” means the Platform Fees, Marketplace Fees, fees listed under an applicable Order or SOW, and applicable fees for Beta Services or Professional Services, and any other fees described in this Agreement.

“Intellectual Property Rights” means any right, title, and interest, throughout the world, in and to any products, services, or technology, including but not limited to rights arising from copyrights, patents, mask works, trademarks, service marks, trade secrets, inventions (whether or not patentable), know-how, authors’ rights, moral rights, rights of attribution, any other proprietary rights, and all applications and rights to apply for registration or protection of such rights in any country.

“Lawyer” means a lawyer using the Platform to market and provide Legal Services to Customers through the Lawyer Marketplace.

“Lawyer Marketplace” means the functionality of the Platform that connects Lawyers to Customers so that they may receive Legal Services.

“Legal Documents” means the contracts, disclaimers, agreements, policies, terms, and other legal documents made available to Customers through the Platform or that a Customer has made through the functionality of the Platform.

“Legal Services” means the professional legal services, legal advice, and lawyer-client representation provided by a Lawyer to a Customer.

“Nonconformity” means failure of the Platform to operate in substantial conformity with the features and functionality stated in the applicable Order or Documentation.

“Order” means an order placed by a Customer through the Company’s website or Platform, or a signed order form executed by the Company and the Customer (or a Customer Affiliate), as applicable, each of which is incorporated into this Agreement, and specifies the Services to be provided by the Company to the Customer, the features and functionality included in access to the Platform, and the Fees for the foregoing.

“Order Term” means the period of time to which the Customer will have access to the Services purchased under an Order or SOW.

“Party” individually means the Company, Customer, or Lawyer, as the context requires, and “Parties” means the Company, Customer, and Lawyer together.

“Personal Data” means any information related to an identified or identifiable natural person and includes information defined as “personal information”, “personal data”, or a similar term under Privacy Laws.

“Platform” means our legal document automation software service, which allows Customers to create Legal Documents, and the Lawyer Marketplace, each of which is hosted by us. The term “Platform” includes our API, Documentation, and any modifications, enhancements, new features, integrations, or related applications, including any of the foregoing that are further described in any applicable Order.

“Platform Fee” means the fees we charge for access to the Platform as stated on our website or as otherwise stated in the applicable Order.

“Post” has the meaning given in the Lawyer Marketplace Terms of Service.

“Privacy Laws” means, as applicable to the Customer’s or Lawyer’s use of the Services, the Personal Information Protection and Electronic Documents Act (S.C.2000, c.5) (Canada) or the privacy legislation of a Canadian province and any successor legislation, and any other applicable privacy and protection of personal information laws and regulations in force at the time Services are performed, or that may be amended from time to time, in each of the countries and jurisdictions in which the Services are provided or to which they relate.

“Professional Services” means the Company’s professional services related to the Platform, such as set up, consulting, training, configuration, implementation, integration, and other similar professional services.

“Prohibited Data” means financial account identifiers (e.g., credit card numbers or bank account numbers), government issued identifiers (e.g., social insurance numbers), health records or any information pertaining to an individual’s health, or other types of sensitive or special category data that is subject to specific or elevated data protection requirements under Applicable Laws, including Privacy Laws.

“Site” means the madeit.legal website and its subdomains or any other website operated by us or our Affiliates.

“Services” means the Platform, the Professional Services, the Site, and any related or additional services connected with the foregoing.

“SOW” means a statement of work executed by the Parties for Professional Services.

“Taxes” include taxes, levies, duties or similar national, federal, state, provincial, or local governmental assessments of any nature, including value-added, goods and services, sales, use, and withholding taxes that are assessable by any jurisdiction under Applicable Laws.

“Term” has the meaning given in the section below called “Term and Termination”.

 

2. Use of the Platform and our Services

1. Access and Use. Subject to you meeting your obligations under the Agreement, following the Documentation, and paying Fees owed under your applicable Order, we grant you during the applicable Order Term a non-exclusive, non-transferable (except allowed by this Agreement) right to access and use the Platform for your own purposes.
2. Eligibility. To use our Services, you must: (i) if you are an individual, be at least eighteen (18) years old and able to enter into contracts; (ii) complete our account registration process; (iii) agree to these Master Terms of Service and the other terms and conditions linked in these Master Terms of Service that form part of the Agreement; (iv) provide true, complete, and up-to-date contact and billing information; and (v) not be based in a jurisdiction or territory that is subject to a government embargo applicable to the Services. By using the Service, you represent and warrant that you meet all the requirements listed above, and that you will not use the Service in a way that violates any laws or regulations. Note that by representing and warranting, you are making a legally enforceable promise. We may refuse service, close accounts of any Members, and change eligibility requirements at any time.
3. Authorized Users. To access the Platform, Authorized Users must accept our Acceptable Use Policy as provided on the Platform or on our website, which may be updated by us from time to time. Any acts or omissions of an Authorized User in connection with that Authorized User’s use of the Services is deemed to be an act or omission by you. You are solely responsible for promptly notifying us in writing or through the mechanisms made available in the Platform or by contacting us if an Authorized User is no longer using the Platform. Upon receiving notice that an Authorized User no longer is using the Platform, we will promptly remove the Authorized User’s access to the Platform. You agree to ensure that your Authorized Users use the Services in accordance with the Agreement and to inform them of the terms of the Agreement.
4. API. If we provide you with an API to access the Services, then this subsection applies to you. You may use the API solely as described in the Documentation to use the Services identified in your Order. You may not use the API for any purpose, function, or feature not described in the Documentation or otherwise communicated to you by us. Due to the nature of the Services, we will update the API and Documentation from time to time and may add or remove functionality. We will provide you notice if we change, deprecate, or remove functionality from the API so that you may continue using the Services with minimal interruption. You are responsible for securing your API keys, so do not publish or share them with any unauthorized persons. Failure to secure your API keys will increase the likelihood of misuse or unauthorized use and potential losses to you. You agree to contact us immediately if you become aware of any unauthorized use of your API key or any other breach of security regarding the Services.
5. Prohibited Businesses. Our Services may not be used for any activities that violate Applicable Laws or by any businesses or organizations that engage in, encourage, or promote unlawful or any purposes that are, in our determination, unfair, predatory, or deceptive. Additionally, you must not use our Services for the activities we list as restricted businesses in our Acceptable Use Policy, unless you have received our prior written approval
6. Updates to Platform.
   1. We may make, for no additional fee, updates, and changes to the Platform (including maintenance releases, bug fixes, corrections, and minor modifications) that we make generally available to our other customers (“Updates“); provided that we will not make any Updates that materially decrease the functionality of your use of the Platform during an Order Term.
   2. We may from time to time provide or launch new or significantly different add-ons, features, functionality, or enhancements (“Improvements“) to the Platform that are outside the scope of an Order. In we decide, such Improvements will not be considered an Update and we may charge a Fee for your access to and use of them. You are under no obligation to use Improvements and access to them will be subject to an Order.
7. Beta Services. From time to time, we may make Beta Services available to you, whether at no additional cost or for a fee that is discounted or otherwise lower than what we would charge for a production version of the Beta Service. If you choose to use Beta Services, you acknowledge and agree that those Beta Services are intended and made available for evaluation purposes only, are not for production use, are not supported, are provided on an “as is” basis and, notwithstanding anything to the contrary in this Agreement and to the fullest extent allowed by Applicable Law, exclude any express or implied representations or warranties or any kind. Beta Services may be subject to additional terms. You acknowledge and agree that all restrictions, our reservation of rights, and your obligations concerning the Platform apply to your use of Beta Services. Your right to use Beta Services will expire on the date that we make a version of the Beta Services available as an Improvement. We may discontinue Beta Services and we may never make them generally available as an Improvement. We disclaim any liability for any harm or damage resulting from Beta Services and our indemnities in this Agreement do not apply to your use of Beta Services.
8. Usage Limits. When using the Platform, you agree to any usage limits we set for the Platform, including any quantities described in an Order or any restrictions in the Documentation. You agree that you will not bypass or exceed those usage limits.
9. Future Functionality. You acknowledge and agree that your purchase of Services is not dependent on us making any functionality or feature available in the future. We may change, remove, or add features and functionality (including Updates or Improvements) at any time. We have no obligation to make any feature available in any jurisdiction or region and we may exclude certain features and functionality in certain regions.
10. Third-Party Services. The Platform allows you to access, integrate with, or acquire products, services, websites, links, content, material, and offers from independent third parties (companies or people who are not us) (“Third-Party Services“). Third-Party Services include the Lawyers providing their services to Customers through the Lawyer Marketplace. The Third-Party Services may present you with terms of service that you must accept before you can access those Third-Party Services. You should review the third-party terms and conditions before acquiring, using, or requesting the Third-Party Service. Any third-party terms do not modify this Agreement. We do not grant you any Intellectual Property Rights as part of any Third-Party Services; any licenses or other agreements regarding rights to access to Third-Party Services are between you and the provider of the Third-Party Service. You agree to assume all risk and liability arising from your use of these Third-Party Services and that we are not responsible for any issues arising out of your use of them.
11. E-Signature Services. The Platform may allow you to collect e-signatures on Legal Documents. We provide the e-signature functionality solely for you to collect signatures electronically and for temporary storage of documents. We do not guarantee, represent, or warrant that the e-signature and storage service creates binding or legally enforceable agreements in any jurisdiction and we have no liability of any kind regarding your use of the feature. You remain solely responsible for ensuring the enforceability and suitability of any document that you or your customers sign through the e-signature feature of the Platform, and for regularly downloading and retaining copies of all such e-signed documents. The e-signature functionality is a Third-Party Service, please review the terms of use applicable to it when using the functionality. This subsection survives the termination of the Agreement for any reason.
12. Content. You acknowledge and agree that we are not required to monitor or review any content, message, material, or Customer Data posted on or sent using the Platform by you. You agree that you are solely responsible for such content and Customer Data. While we do not and cannot review all content or Customer Data on the Platform, and we are not responsible for that content or Customer Data, we may remove, delete, move, or edit content or Customer Data that we determine is abusive, defamatory, obscene, violates the Agreement, or violates Applicable Laws, including copyright or trademark law, or otherwise unacceptable. We will not be liable for any Customer Data or other content. Without limiting the foregoing, if you or a third-party request that we remove any content, or if we receive information that the content may violate Applicable Laws or third-party Intellectual Property Rights, you agree that we have the right (but not the obligation) to remove the content from the Platform.
13. Acceptable Use. You agree to our Acceptable Use Policy and to cause your Authorized Users to follow the Acceptable Use Policy when you or they use our Services.
    m. Security Standards. During the Term, we will implement and maintain security practices consistent with the requirements of Privacy Laws.

 

3. Professional Services. When providing Professional Services to you, the following additional terms apply to the Professional Services:

1. Scope. We will provide the Professional Services to you for the term set out in the SOW applicable to the Professional Services. Our Professional Services are non-exclusive, and we may provide similar services to third parties.
2. Cooperation. For us to perform the Professional Services, you will: make yourself available at times we reasonably request; allocate sufficient resources, perform any tasks, and deliver any materials, including Customer Data, necessary to enable us to perform the Professional Services; respond to our questions related to the Professional Services; and provide complete, accurate, and timely information, data, and feedback, all as reasonably required by us. Our performance of the Professional Services may be delayed or adversely impacted without your cooperation and in such cases, you agree we will not be liable for the delay or adverse impact and you will still be obligated to pay Fees to us for the Professional Services.
3. Changes. You may, from time to time, request changes to the Professional Services (a “Change“). If we can accommodate your requested Change, we will provide a SOW amendment that includes the additional Fees, if any, and other terms that will apply to the Change. If you do not agree to the Change, the original SOW will continue to apply to the Professional Services, unamended.
4. Subcontracting. We may use subcontractors to perform Professional Services, provided that we will be fully responsible to you for the Professional Services, whether performed by our own personnel or by a subcontractor.

 

4. Availability of Services

1. Availability Not Guaranteed. The Platform and Third-Party Services may be unavailable from time to time, may be offered on a limited basis, or may vary depending on your region. We strive to keep the Platform available for use; however, all online services suffer occasional disruptions and outages, and we are not liable for any disruption or loss you may suffer as a result. In the event of an outage, you may not be able to retrieve your Customer Data that you have stored on the Platform. We recommend that you regularly backup your Customer Data that you store on the Platform or that you have connected with Third-Party Services.
2. Functionality of Platform. We agree that the Platform will operate in substantial conformity with the features and functionality described in an Order and the Documentation. If the Platform experiences a Nonconformity, we agree to correct the failure in a prompt and timely manner, but in no event later than 45 days after notification from you of the Nonconformity. Our obligation to correct the Nonconformity is, in our discretion, to repair or replace the Platform or to perform or re-perform the applicable feature or function of the Platform, such that the corrected Platform complies with this subsection. If the failure is not so corrected, then you may: (i) extend the time for us to correct such failure (if commercially practical); (ii) receive an appropriate, agreed-upon reduction in, or refund of, the Fees; or (iii) terminate this Agreement. If we have not agreed to a Service Level Agreement with you, this subsection states our sole obligation and your sole and exclusive remedy for any Nonconformities in the Platform. If we have agreed to a Service Level Agreement with you, you agree that (i) this subsection and the service credits we are obligated to give you in the Service Level Agreement state our sole obligation and your sole and exclusive remedy for any Nonconformities in the Platform, and (ii) our failure to attain the service levels stated in the Service Level Agreement is not a breach of the Agreement and the award of service level credits is your sole remedy for any such failures.
3. Standard Support Services. We may provide you with technical support regarding your use of the Platform. We reserve the right to change our technical support services or cease to provide support at any time without notice. We may charge you for excessive requests, requests not covered by your Order, overly complex configurations, or requests outside of the understanding of our support staff.

 

5. Payment

1. Payment Terms. Your agreement to an Order is a binding commitment to purchase the items described in the Order. Payment terms are included in the applicable Order. Except as otherwise specified in this Agreement, (i) Fees are based on the Services purchased by you and not actual usage, (ii) subscription Services are non-cancelable and any Fees paid by you are non-refundable except as specifically stated in the Order, and (iii) quantities purchased under an Order cannot be decreased during a relevant Order Term without our prior written consent, but may be decreased in a subsequent renewal at the expiration of the then current Order Term.
2. Taxes. The Company and the Customer are each solely responsible for Taxes which each is liable to pay under Applicable Laws. The Fees and any other amounts paid or payable to the Company under this Agreement do not include and will not be offset by any Taxes paid or payable by the Customer related to this Agreement. The Customer is responsible for paying all Taxes associated with its purchase of Services under this Agreement. If the Company has an obligation under Applicable Laws or this Agreement to pay or collect Taxes for which the Customer is legally liable or responsible under this subsection, then the Company will invoice the Customer for such Taxes, and the Customer will pay that invoiced amount of Taxes to the Company unless the Customer provides the Company with a tax exemption certificate that is valid under Applicable Laws and is authorized by the appropriate taxing authority. Should the Customer remit withholding tax to any governmental authority in respect of Fees or other amounts paid or payable to the Company under this Agreement, then the Customer agrees to timely provide the Company with appropriate documentation evidencing such remittance. This subsection survives the termination of the Agreement for any reason.
3. Payments Processing. Payment of Fees must be made through the means we provide in the Platform. Credit card and debit card payments transactions are processed through an integration made available by Stripe Payments Canada, Ltd. or a Stripe Affiliate and the integration is a Third-Party Service.
4. Subscriptions and Automatic Billing. When you purchase our Services on a subscription basis, you will be billed at the subscription interval indicated in the applicable Order until the subscription for that Service is terminated by you or by us. If you provide us with a payment method through which we automatically bill you for Fees, you (i) represent that you are authorized to use the payment method you provided and that any payment information you provide is true and accurate; (ii) authorize us to charge you for the Service or available content using your payment method; and (iii) authorize us to charge you for any paid feature of our Services you choose to sign up for or use while this Agreement is in force. We may bill you (1) in advance; (2) at the time of purchase; (3) shortly after purchase; or (4) on a recurring basis for subscription Services, each according to the billing schedule we present to you at the time of the applicable Order. We will provide you with an invoice or other suitable record of payment for automatic payments of Fees.
5. Cancelling. You must cancel your Services before the next billing date to stop being charged to continue your Services. We will provide you with instructions within the Platform on how you may cancel the Services.
6. Failed or Late Payments. If any payment is returned unpaid or if any credit card or similar transaction is rejected or denied, we or our service providers reserve the right to collect any applicable return item, rejection, or insufficient funds fee, and process any such payment owed to us under this Agreement. You agree to pay interest on any amounts which are not paid by the applicable due date at a rate of one and a half percent (1.5%) compounded monthly (19.56% annually), or the maximum rate allowed by Applicable Law (if less), plus all expenses of collection, until fully paid.

 

6. Data

1. Use of Customer Data. We and our Affiliates, agents, subprocessors, and subcontractors agree to only process Customer Data in accordance with the Agreement and Applicable Laws, as is necessary to provide the Services, and to comply with other documented reasonable instructions provided by you where such instructions are consistent with the terms of this Agreement. You grant us a non-exclusive, worldwide, royalty-free right to use, host, copy, store, transmit, modify, and display Customer Data (i) as is necessary to provide the Services, (ii) to perform our obligations and exercise our rights under this Agreement, (iii) for purposes of research and developing, creating, and improving the functionality of the Services, (iv) for operational, statistical, and usage metrics regarding the Platform, and (iv) for any other purposes authorized by this Agreement. You acknowledge and agree that we may transmit Customer Data to subprocessors to facilitate the delivery of Services under this Agreement. We agree to inform those subprocessors of the terms of this Agreement and to make them subject to contractual terms and conditions for the protection of Customer Data similar to those that apply to us under this Agreement and Applicable Law.
2. Removal of Data. If we determine that any Customer Data (i) is in breach of this Agreement, (ii) violates Applicable Law, including Privacy Laws, or (iii) the access to or use of the Customer Data would exposure us to civil or criminal liability, then we have the right, but not the obligation, to remove (or request that you remove) the Customer Data.
3. Consents of Third Parties; Accuracy. You have sole responsibility for the legality and right to use the Customer Data and for obtaining all necessary licenses, clearances, permissions, and authorizations for use of Customer Data in connection with the Services, including as needed under Privacy Laws (including for Personal Information of third parties you include in Customer Data to be transferred to and processed by us and our subprocessors). We are not responsible or liable for the accuracy of Customer Data you use with the Services.
4. Correction to Customer Data. In the event of any loss of integrity or the corruption to Customer Data during the transmission of data, your sole and exclusive remedy is for us to restore the Customer Data from the latest back-up of such Customer Data maintained by us, if any, in accordance with our then-current archiving procedures.
5.  Aggregate Data. We and our Affiliates, agents, subprocessors, subcontractors, and third-party service providers are permitted to create and use Aggregate Data to (i) provide, improve, and enhance the Services and the Platform, (ii) for development, diagnostic, and corrective purposes, (iii) to develop and distribute benchmarking, insights, and other relevant metrics for our customers and third parties, (iv) to create, develop, and distribute additional products and services, and (v) for any other lawful business purpose.
6. Prohibited Data. Unless otherwise contracted for in an Order or by written agreement between you and us, you agree to not request or upload and to ensure that no Authorized Users upload into the Platform or Services, or otherwise submit or make accessible to us, any Prohibited Data. You agree to notify us immediately if you become aware that Prohibited Data has been uploaded to the Platform. We have the right to delete any Prohibited Data from the Platform and although we are not required to do so, we will try to provide you with at least 10 days’ notice prior to exercising this discretion so you can export such Prohibited Data from the Platform. We will not be responsible for any Prohibited Data we receive, and we disclaim any liability and Damages arising from Prohibited Data used on the Platform, including liability and Damages for any failure to protect the Prohibited Data.
7. Use of Personal Data. You represent and warrant to us that you have all necessary rights, consents, or permissions under Privacy Laws to collect, use, disclose, control, process, or otherwise use all Personal Data you use in connection with the Services or incorporate into Customer Data. You agree to comply with all Privacy Laws regarding the use of Personal Data in connection with the Services. We will, in providing the Services, comply with our Privacy Policy and security policies relating to Customer Data, as such policies may be amended, supplemented, or replaced from time to time by us, and all applicable Privacy Laws.

 

7. Intellectual Property

1. Ownership of the Platform. No rights or licenses are granted except as expressly stated in this Agreement. All rights not expressly granted by us in this Agreement are reserved. As between you and us, we own and retain all right, title, and interest in and to: (i) the Platform and Services; (ii) any improvements, derivatives, and modifications to the Platform and Services; and (iii) all Intellectual Property Rights to the foregoing.
2. Ownership of the Deliverables under Professional Services. Unless otherwise stated in the applicable SOW and subject to the Intellectual Property Rights expressly reserved by us under this Agreement and the Intellectual Property Rights of our third-party licensors, all work product and deliverables created for or delivered to you under an applicable SOW as Professional Services (“Deliverables“) and all Intellectual Property Rights in the same are owned and held by us or our third party licensors, as applicable. During the Order Term applicable to the Professional Services, we grant you a limited, revocable, worldwide, non-exclusive, non-transferable, non-sublicensable, license to use Deliverables for your own business purposes.
3. Ownership of Aggregate Data. As between you and us, we own and retain all right, title, and interest in and to Aggregate Data, including all related Intellectual Property Rights.
4. Ownership of Customer Data. Subject to the licenses to use Customer Data you grant to us in this Agreement, as between you and us, you own all rights, title, and interest in and to Customer Data, including all related Intellectual Property Rights. You may export your Customer Data from the Platform at any time. Once exported, the exported Customer Data is no longer covered by our security or privacy commitments under this Agreement.
5. Our Branding. Our trademarks (whether registered or unregistered), trade names, service marks, graphics, and logos (collectively, the “Marks“) used in connection with the Services are our property. Other trademarks, trade names, service marks, graphics, and logos used in connection with the Service are the property of their respective owners (collectively “Third-Party Marks“). The Marks and Third-Party Marks may not be copied, imitated, or used, in whole or in part, without the prior written permission of us or the applicable owner. We reserve all Intellectual Property Rights in and to our Marks. Subject to the foregoing, we grant you a revocable, non-exclusive, and non-transferable license to use the Marks solely in connection with your use of the Services and for no other purpose.
6. License of Customer Graphics. You grant us and our Affiliates, a royalty-free, non-exclusive, worldwide, license during the Term to use and display your graphics, service marks, logos and trademarks approved by you on the Platform as required to provide the Services and for the purpose of performing our obligations under this Agreement.
7. Ownership and Use of Feedback. It is our condition, not to accept or consider content, information, ideas, suggestions, or other materials other than those we have specifically requested and to which certain specific terms, conditions and requirements may apply. This is to avoid any misunderstandings if your ideas are similar to those we have developed or are developing on our own. If, despite our policy, you choose to send us content, information, ideas, suggestions, or other materials, you agree that you give us a royalty-free, irrevocable, transferable right and license to use all reviews, comments, feedback, suggestions, ideas, and other submissions disclosed, submitted, or offered to us in connection with your use of the Service (collectively, “Submissions“) in however manner we desire and for whatever purpose, including to copy, modify, delete, adapt, publish, translate, create derivative works from, sell, profit from, or distribute such Submissions or incorporate such Submissions into any form, medium, or technology (including the Services) throughout the world. We are under no obligation to compensate you in any way for Submissions, to maintain any Submissions in confidence, or to respond to any Submissions. You agree that any Submissions submitted by you to us will not violate the right of any third-party, including without limitation, copyright, trademark, privacy, or other personal or proprietary rights, and will not cause injury to any person or entity. You further agree that no Submissions submitted by you to us will be or contain libelous or otherwise unlawful, threatening, abusive, or obscene material, or contain software viruses, political campaigning, commercial solicitation, chain letters, mass mailings, or any form of “spam”.
8. Survival. Unless this Agreement otherwise expressly states that a provision in this section is to end upon the termination of expiry of this Agreement, the terms of this section survive the termination of the Agreement for any reason.

 

8. Indemnification. “To indemnify” means to compensate someone for harm or loss they suffer due to the other party’s actions or failure to act. An indemnification clause says the other party will defend the harmed party in any claim made against them by a third party and will cover the cost of the losses. The intent is to shift liability away from one party on to the indemnifying party.

1. Your Indemnity. You agree to defend, indemnify, and hold us, our Affiliates, and each of our respective officers, directors, employees, agents, and sub-contractors harmless from and against any third-party Claims and resulting Damages related to (i) your use of the Services, (ii) Customer Data, Prohibited Data, and your of use of them with the Services, (iii) your use of any Third-Party Services or breach of any third-party terms and conditions applicable to the Third-Party Services, (iv) your violation of Applicable Laws, including Privacy Laws, in connection with your use of the Services, (v) your breach of the Agreement, or (vi) your gross negligence, fraud, or willful misconduct in connection with the Services. You acknowledge and agree that a Claim made by an Authorized User is a third-party Claim.
2. Our Indemnity. Subject to your indemnity obligations stated in this Agreement, we agree to defend, indemnify, and hold you and your Affiliates and your respective officers, directors, employees, agents, and sub-contractors harmless from and against any third-party Claims and resulting Damages where the Claim (i) subject to subsection (d) below, alleges that the Platform infringes or misappropriates third-party Intellectual Property Rights; or (ii) is caused by our gross negligence, fraud, or wilful misconduct in connection with the Services (each, a “Customer Claim“).
3. Indemnification Procedure. The Party seeking indemnification under this section (the “Indemnitee“) will provide the other Party (the “Indemnitor“) with prompt written notice of any Claim for which indemnity is sought. If the Indemnitor is notified, the Indemnitor will promptly hire experienced and competent legal counsel and will have sole control of the defense and all negotiations for the compromise or settlement of the Claim, and will pay any Damages regarding the Claim. The Indemnitor will also reimburse the Indemnitee for its reasonable costs and expenses incurred in cooperation with and providing assistance to the Indemnitor. However, the Indemnitor may not settle any Claim without the Indemnitee’s consent if the proposed settlement would be in the Indemnitee’s name, impose monetary or other liability or an admission of fault or guilt on the Indemnitee, or would require the Indemnitee to be bound by an injunction.
4. Our Rights for an Intellectual Property Claim. In the defense or settlement of any Customer Claim that alleges that the Platform infringes or misappropriates third-party Intellectual Property Rights, we may procure the right for you to continue using the Platform, replace or modify the Platform (so long as such modified Platform is substantially equivalent in functionality and performance) so that it becomes non-infringing or, if these remedies are not reasonably available and without an additional liability or obligation to you, terminate this Agreement on 2 business days’ notice to you and refund you a prorated amount equal to the prepaid unused Platform Fees for the unexpired portion of the Term. This section states your sole and exclusive rights and remedies, and our and our Affiliates’ and each of our respective officers’, directors’ employees’, agents’, and sub-contractors’ entire obligations and liability for infringement of any Intellectual Property Right.
5. Exclusions. We and our Affiliates, officers, directors, employees, agents, or sub-contractors will not be liable to you under this section to the extent that the alleged infringement is based on:
   1. a modification of the Platform by you or anyone on your behalf (including a modification made by us at your direction) to the extent such Claim would not have occurred absent such modification;
   2. use of the Platform in a manner contrary to the instructions given by us or in contravention of the terms of this Agreement;
   3. use of the Platform in combination with other products, software, or data not supplied by us; or
   4. use of the Platform after notice of the alleged or actual infringement from us or any appropriate authority or third party.
6. Reduction of Indemnification Obligations. Indemnification by either Party under this Agreement may be reduced to the extent of loss actually proven as directly attributable to the breach of the Agreement, gross negligence, or willful misconduct of the other Party.
7. Survival. This section survives the termination of the Agreement for any reason.

 

9. Confidential Information

1. Scope. “Confidential Information” means the terms of this Agreement and all information or material which (i) gives the disclosing Party or a third-party some competitive business advantage or the opportunity of obtaining such advantage or the disclosure of which could be detrimental to the interests of the Party who owns the Confidential Information; or (ii) which is either: (A) marked “Confidential,” “Restricted,” or “Proprietary Information” or other similar marking, (B) known by the Parties to be considered confidential and proprietary, whether or not marked as such, or (C) from all the relevant circumstances should reasonably be assumed to be confidential and proprietary, whether or not marked as such. Notwithstanding the foregoing, Confidential Information will not include information which: (i) is or becomes generally known to the public by any means other than a breach of the obligations of the receiving Party; (ii) was previously known to the receiving Party or lawfully received by the receiving Party from a third-party, in each case without any condition or obligation of confidentiality attached to it; or (iii) is independently developed by the receiving Party without reference to the Confidential Information of the other Party. Confidential Information does not include the contents of a Post.
2. Confidentiality. The receiving Party shall not use any of the disclosing Party’s Confidential Information other than to exercise its rights and perform its obligations under this Agreement and shall not disclose the disclosing Party’s Confidential Information to anyone other than the receiving Party’s, Affiliates, employees, directors, professional advisors, business partners, suppliers, subprocessors, subcontractors, and independent contractors who have a need to know such Confidential Information for purposes of this Agreement and who are subject to confidentiality obligations no less restrictive than those contained in this section. The receiving Party shall protect the disclosing Party’s Confidential Information from unauthorized use, access, and disclosure in the same manner as the receiving Party protects its own confidential or proprietary information of a similar nature and with no less than reasonable care.
3. Required Disclosure under Applicable Law. In the event any Confidential Information is required to be disclosed by a receiving Party under the terms of a valid and effective subpoena or order issued by a court of competent jurisdiction, or by a demand or information request from an executive or administrative agency, securities exchange, listing authority or other governmental authority, or is otherwise required by Applicable Law, the receiving Party requested or required to disclose such Confidential Information will, unless prohibited by the terms of a subpoena, order, demand, or request, (i) promptly notify the disclosing Party of the terms and circumstances surrounding such demand or request, and (ii) consult with the disclosing Party on the advisability of making legal efforts to resist or narrow such demand or request. If disclosure of such Confidential Information is required pursuant to the foregoing and regardless of whether the receiving Party is prohibited from notifying the disclosing Party of a subpoena, order, or demand, the receiving Party will use its reasonable efforts to narrow the scope of disclosure and obtain an order or other reliable assurance that confidential treatment will be accorded to such Confidential Information.
4. Ownership of Confidential Information. As between the Company and the Customer, the Customer’s Confidential Information will remain the sole and exclusive property of the Customer, and the Company’s Confidential Information will remain the sole and exclusive property of the Company.
5. Injunction as a Remedy. Each Party acknowledges that a breach of the provisions in this section will cause irreparable harm and damage and hereby agrees that the disclosing Party will be entitled to seek injunctive relief under this Agreement, as well as such further relief as may be granted under Applicable Laws.
6. What Happens to Confidential Information When the Agreement is Terminated. Upon termination of the Agreement, each Party agrees to promptly return all Confidential Information of the other Party in its possession or under its control or to certify in writing that it has irreversibly destroyed such Confidential Information. Provided, however, that each Party may retain one copy of Confidential Information in accordance with its standard and routine backup procedures, provided that such copy shall remain confidential for so long as it is retained.
7. Survival. This section survives termination of the Agreement for any reason.

 

10. LIMITATION OF LIABILITY; DISCLAIMERS; WAIVERS. PLEASE READ THIS SECTION CAREFULLY. IT INCLUDES LIMITATIONS ON OUR LIABILITY, DISCLAIMERS OF LIABILITY, WAIVERS, AND OTHER LIMITATIONS OR RESTRICTIONS ON YOUR RIGHTS TO SEEK COMPENSATION FROM US FOR OUR ACTUAL OR POTENTIAL LIABILITY TO YOU.

1. General Limitation on our Liability. In no event will we be liable for any damages, costs, claims, or other liabilities related to or arising out of this Agreement, whether in contract, negligence, or tort, in excess of the aggregate of the Fees paid or payable by the Customer under this Agreement during the three (3) month period immediately preceding the event or act giving rise to the cause of action or $100,000, whichever is less.
2. Limitation on our Liability for Consequential Losses. In no event will we be liable for: (i) any indirect, special, incidental, consequential, punitive, or exemplary damages of any kind, however caused and whether in contract, tort, or under any other theory of liability, or (ii) any loss of business, goodwill, profits, data, sales or revenue, work stoppage, or computer failure or malfunction, in each case whether or not we have been advised of the possibility of such damages.
3. General Disclaimer of Warranties. Except for the warranties stated expressly in this Agreement or an applicable SOW: (i) the Platform, Services, any content made available by the Company on the Platform, Beta Services, and all other Services are provided “as is”; and (ii) the Company specifically excludes all other warranties, conditions and other terms, whether express, implied, statutory, or otherwise, including implied warranties of merchantability, title, non-infringement, and fitness for a particular purpose, and any warranties arising from course of dealing or course of performance; in each case to the maximum extent permitted by Applicable Laws. Unless expressly stated otherwise in this Agreement or by written agreement between the Parties, the Company does not warrant that (1) the operation of the Platform will be timely, secure, uninterrupted, or error-free, (2) any errors in the Platform can or will be corrected, or (3) the Platform or its functions, or any results of the use of the Platform, will meet the Customer’s requirements, including for reliability, availability, timeliness, quality, suitability, accuracy, or completeness. The Company will not be liable or responsible for any delays, interruptions, delivery or service failure, or any other problems or damages arising from the Customer’s use of the internet, electronic communications, or any other systems.
4. Disclaimer of Liability for Third-Party Services. We make no representation and will have no liability or obligation whatsoever in relation to the content or use of, or correspondence, agreements, or transactions with, any Third-Party Services. You must comply with all agreements and other legal requirements that apply to Third-Party Services.
5. Disclaimer and Notice Regarding Lawyer-Client Relationships.
   1. Self-Service Legal Documents. We are not a law firm. Our Platform gives you a software tool that helps you make your own Legal Documents. This includes all our self-directed legal document creation tools on the Platform that allow you to create, upload, access, edit, share, and store Legal Documents you create. Our Platform is designed and meant to be based on your own input and direction, not ours. Your Legal Documents are created based on your own input and decisions. The Legal Documents you create are not reviewed by a lawyer before or after you download them or otherwise access them through the Platform. While we aim to provide high-quality tools, templates, and legal information for you, when using the Platform we do not review any information you provide us for legal accuracy or sufficiency, make any legal conclusions, provide opinions about your selection of forms or documents or answers to any of the questions that guide you when creating Documents, or apply the law to the facts of your situation. We do not have a lawyer review the Documents you create on your own through our Platform. Our Platform is not a substitute for legal advice from a qualified lawyer licensed to practice in your jurisdiction. By using our Platform, you agree and understand that you do not have a lawyer-client relationship with us. You represent yourself in any legal matter you undertake through our Service.
   2. Lawyer Services through the Lawyer Marketplace. The Lawyer Marketplace is not a law firm. Lawyer Services provided to you by a Lawyer you find through the Lawyer Marketplace are provided by the Lawyer, not us. Legal Services are a Third-Party Service provided to you by the Lawyer and all the disclaimers and limitations on our liability in the Agreement apply to Legal Services. Without limiting the foregoing, we are not liable to you in any manner for the quality, speed of delivery, accuracy, or results of Legal Services. While we endeavour to create a high-quality, reliable marketplace through the Lawyer Marketplace, we also make no representation or warranty of any kind that a Lawyer is qualified to practice law in any jurisdiction or has the expertise to provide you with Legal Services.
6. Disclaimer of Liability for Security Incidents. To the maximum extent permitted by Applicable Law, in no event will the Company be liable for any damage, loss, or injury resulting from unauthorized access to or use of the Platform or Customer Data or information contained within the Platform, except to the extent that the Company’s breach of its security standards expressly stated in this Agreement results in the unauthorized access.
7. Disclaimer of Liability for Use of Data. To the maximum extent permitted by Applicable Law, in no event will the Company be liable for any damage, loss, or injury resulting from use of Customer Data by the Customer or its Authorized Users.
8. No Third-Party Beneficiaries. The warranties made by the Company in this Agreement are solely for the benefit of the Customer and no other third-party.
9. Allocation of Risk. The essential purpose of this section is to allocate the risks under this Agreement between the Parties and limit their potential liability given the Fees charged by the Company under this Agreement, which would have been substantially higher if the Company were to assume any further liability. The Parties have relied on these limitations in determining whether to enter into this Agreement.
10. Where Exclusions of Liability are not Permitted by Applicable Law. This section will apply to the maximum extent permitted under Applicable Laws; nothing in this Agreement will operate to exclude or restrict any liability of a Party for any matter for which it is not permitted by Applicable Law to exclude or limit, or to attempt to exclude or limit, its liability.
11. Survival. This section survives termination of the Agreement for any reason.

 

11. Term and Termination

1. Term of Agreement. This Agreement starts as of the effective date of the Order applicable to the Service and will continue until all applicable Orders or SOWs have expired or terminated according to their terms, or until this Agreement has been terminated according to its terms (the “Term“).
2. Term of Order, Renewals, and Cancelling Services. The Order Term is specified in your Order. Each Order Term will automatically renew for additional successive periods on the terms stated in the Order unless you cancel your access to the Platform prior to the next renewal period. When you cancel, your access to the Platform continues until the end of the Order Term or the next renewal period, as applicable. For example, your Order may have included an annual Order Term. If you cancel during the year term, you will have access to the Platform until the end of the year. If you do not cancel, after the year your access to the Platform will automatically renew at our then current prices for an additional year.
3. Term of Professional Services. The term of Professional Services is stated in the applicable SOW for those Professional Services.
4. Suspension. In the event of any breach or threatened breach of this Agreement by you or any Authorized User, which includes any failure to pay Fees when due, without limiting any of our other rights and remedies, we may suspend your access to the Services. You will continue to be charged Fees during any period of suspension for a breach of the Agreement.
5. Termination on Breach or Insolvency. A Party may immediately terminate this Agreement or any applicable Order or SOW on the occurrence of any of the following: (i) if the other Party materially breaches the Agreement and such breach is incapable of being cured, upon written notice to the breaching Party; (ii) if the other Party materially breaches the Agreement and such breach is capable of being cured, subject to any provisions of this Agreement giving an immediate or shorter right of termination, upon written notice to the breaching Party if the breaching Party does not cure the breach within 30 days after its receipt of written notice of the breach; (iii) immediately by written notice upon the other Party commencing or becoming subject to reorganization, winding up, insolvency, or bankruptcy proceedings under any national, federal, state or provincial statute, including the Companies’ Creditors’ Arrangement Act (Canada), the Bankruptcy and Insolvency Act (Canada), the Canada Business Corporations Act (“CBCA“) or any of the provincial equivalents to the CBCA, or the Winding-Up and Restructuring Act (Canada) or ceases to operate in the ordinary course of its business. If this Agreement is terminated by the Customer in accordance with this subsection, the Company will refund the Customer a pro rata portion of any prepaid unused Fees covering the remainder of the Term after the effective date of termination. If this Agreement is terminated by the Company in accordance with this subsection, the Customer will pay any unpaid Fees covering the remainder of the term of all Orders. In no event will termination relieve the Customer of its obligation to pay any Fees payable to the Company for the period prior to the effective date of termination.
6. Effect of Termination (Agreement). Immediately in the event of any termination of the Agreement or expiration of the Term:
   1. Subject to any rights provided for in an Order or SOW that survive termination, all Orders or SOWs then in-effect will immediately terminate, and we will cease all Services on the effective date of termination or expiration of the Term, and any right you have to access the Platform under this Agreement will immediately terminate;
   2. Each Party will promptly return and make no further use of any materials and other items (and all copies of them) belonging to the other Party. Provided, however, that the foregoing does not limit our rights of use regarding Aggregate Data or to copies of Customer Data made as a matter of routine information technology backup that we must or choose to store in accordance with our record retention policy or as required by Applicable Law (including for tax and audit purposes), with such Customer Data being subject to the confidentiality and security provisions in this Agreement or under Applicable Law for so long as it is retained.
   3. We may erase or otherwise destroy the Customer Data in part or in whole unless we receive, no later than 10 days after the effective date of termination or expiration of the Term, written notice from you requesting the most recent extraction of the Customer Data. Within 30 days of receiving such notice, we will provide you with a copy of your Customer Data in a format reasonably requested by you and commercially practical for us to provide.
7. Effect of Termination (Order or SOW). In the event of any termination or expiration of an Order or SOW, we will cease providing the applicable terminated or expired Services subject to the Order or SOW upon the effective date of termination or expiration of that Order or SOW.
8. Fees. Termination will not relieve you of your obligation to pay all Fees and undisputed charges accrued and payable before the effective date of termination or non-refundable Fees due to the end of the applicable Order Term.
9. Survival. All representations and warranties, disclaimers or limitations of liability, exclusions of warranties, the sections entitled “Definitions and Interpretation” and “Miscellaneous”, and any sections of this Agreement that provide ongoing rights or obligations that by their nature are meant to survive the termination of the Agreement or are expressly stated to survive, survive termination or expiration of this Agreement for any reason.

 

12. Miscellaneous

1. Marketing. You agree that we may use your name and logo as a customer who uses our Services. Each of us agrees that during the Term we will collaborate on press releases and other joint communications about your use of the Services. During the Term, we may feature your use of the Services as a marketing case study, provided that the confidentiality obligations in this Agreement are upheld in doing so.
2. Electronic Communications. The Platform allows you to send and receive Electronic Communications. You will only use the Electronic Communications features in the Platform in compliance with this Agreement and Applicable Laws. You also consent to the receipt of Electronic Communications from us in connection with the Services.
3. Export Controls. You will not use or access our Services if you are located in any jurisdiction in which the provision of our Services is prohibited under Canadian, United States, or other laws (a “Prohibited Jurisdiction“) and you will not provide access to our Services to any government, entity, or individual located in any Prohibited Jurisdiction. You confirm that: (i) you are not named on any Canadian or United States government list of persons or entities prohibited from transaction with any Canadian or United States person; (ii) you are not a national of, or a company registered in, any Prohibited Jurisdiction; (iii) you will not access or use our Services in violation of any Canadian, United States, or other export embargoes, prohibitions or restrictions; and (iv) you will comply with all laws regarding the transmission of data exported from the country in which you are located to Canada and the United States.
4. Assignment. This Agreement shall be binding upon and enure to the benefit of the Parties and their respective successors and permitted assigns. We may assign this Agreement without requiring your consent as part of a corporate reorganization, sale of our business or assets, or merger or other business combination. You may not assign this Agreement or any of your rights or obligations, in whole or in part, without our prior written consent.
5. Entire Agreement. This Agreement, including all other agreements referenced or incorporated in it, is the entire agreement and understanding between the Parties regarding the Services and supersedes all prior or contemporaneous communications (oral or written), agreements, and understandings of any kind of the same subject. Each Party confirms that it has not relied upon any statement, representation, or understanding that is not an express term of this Agreement.
6. Modifications. We may amend this Agreement at any time by posting revised terms to the Platform or the applicable area of our website and the updated or revised terms will be effective as of the date of posting. Your continued use of the Services following the time at which we post revised terms is your agreement to the terms as modified. If you do not agree to the revised Agreement, do not continue to use the Services. Where an amendment or update to the Agreement or a hyperlinked document adds significant additional obligations on you, materially reduces your rights, or materially reduces our obligations, you have the right, exercisable no later than 30 days after such change has been posted, as your sole remedy, to terminate this Agreement or any Order by notice to us and we will refund any prepaid unused Fees regarding the then-remaining Order Term.
7. Conflicting Terms. If there is any conflict or inconsistency between the terms, obligations, or conditions in these Master Terms of Service and any Order, SOW, or other document referenced in these Master Terms of Service, the terms, obligations, and conditions in these Master Terms of Service control unless otherwise expressly stated in the Order, SOW, or other document referenced that it supersedes specified provisions in these Master Terms of Service.
8. Force Majeure. Neither Party will be liable to the other Party for any delay or failure in performance arising out of a cause beyond its control and without its fault or negligence. Such causes may include fires, floods, earthquakes, strikes, unavailability of necessary utilities or internet service providers, blackouts, pandemics, acts of God, acts of declared or undeclared war, acts of legislative bodies or regulatory agencies, or national disasters.
9. Governing Law and Forum. Any claim, controversy, or dispute arising under or related to this Agreement will be governed by and construed in accordance with the laws of the Province of Alberta and the federal laws of Canada applicable in the province, without giving effect to conflict of law principles. The Parties will initiate any lawsuits in connection with this Agreement in Alberta, Canada, and irrevocably attorn to the exclusive jurisdiction and venue of the courts sitting in the province. The United Nations Convention on Contracts for the International Sale of Goods shall not apply to this Agreement.
10. Legal Fees. If any legal action is necessary to enforce the terms of this Agreement, we are entitled to recover our reasonable legal fees and costs from you on a solicitor-client basis.
11. Independent Contractor. The Parties are independent contractors. Nothing in this Agreement will be construed to create a joint venture, partnership, or an agency relationship between the Parties. Neither Party has the authority, without the other Party’s prior written approval, to bind or commit the other Party in any way.
12. Notices. All notices and communications given under this Agreement will be in writing and will be given by: (i) certified mail return receipt requested or by overnight courier, to the address stated in the applicable Order; (ii) delivered electronically by email to the email address stated in the applicable Order or as updated by a Party from time to time in accordance with this section.
13. Severability and Waiver. If any provision of this Agreement or any portion of a provision is determined to be invalid or unenforceable, the remaining provisions of this Agreement will not be affected and will be binding upon the Parties and will be enforceable, as though such invalid or unenforceable provision or portion of it were not in this Agreement. The failure of either Party to insist upon strict performance of any provision in this Agreement will in no way constitute a waiver of its rights, at law or in equity, or a waiver of any other provisions of this Agreement or subsequent default by the other Party in the performance of or compliance with any of the terms and conditions in this Agreement.
14. English Language. It is the express intention 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 volunté expresse des Parties que cette convention et tousles documents s’y rattachant, y conpris les aviset les autre communications, soient rédigés et signés en anglais seulement.