Terms & Conditions Spexi Data Viewer

1. Introduction

1.1.

In these Terms, “we”, “us” and “our” refers to Spexi and “you” and “your” refers to Customer.

1.2.

All contracts we enter into for the provision of the Service and/or Content and related services are governed exclusively by these Terms. Any additional or inconsistent terms included on Customer’s purchase orders or otherwise submitted or referenced by Customer shall not apply to the Agreement.

1.3.

An Order Form is agreed by the parties when both parties execute an Order Form, or where Customer enters into an Order Form for the Services and/or Content with one of our authorized resellers (as listed on the Spexi website from time to time).

1.4.

Each Order Form agreed in accordance with Clause ‎1.3 creates a distinct Agreement between Spexi and Customer governed by these Terms.

2. Definitions and Interpretation

2.1.

Capitalized words used in these Terms have the following meanings:

Affiliate:
An entity that Controls, is Controlled by, or is under common Control with the relevant entity when the parties agree an Order Form.
Agreement:
‍A contract between Spexi and Customer comprised of the Order Form and these Terms, created when the parties agree an Order Form in accordance with Clause ‎1.3 (which may be through an authorized reseller).
API: The Spexi Imagery application programming interface for the Service defined by Spexi and made available by Spexi to Customer.
Applicable Law: The laws of any jurisdiction that are applicable to this Agreement, to any of the parties hereto or to any activity of any of the parties hereto, as amended and in force from time to time, and the rules, regulations, orders, licenses or permits issued thereunder, including any rules, regulations, orders, licenses and permits.
Bespoke Content:
Content that Customer specifically requests, as set out in the Order Form.
Business Day:
Any weekday other than a bank or public holiday in Canada.
Business Hours:
08:00 to 17:00 PST on a Business Day.
Charges:
The charges and other payable amounts specified in the Order Form and elsewhere in these Terms.
Confidential Information:
Any information disclosed by or on behalf of one party to the other (whether disclosed in writing, orally or otherwise) that at the time of disclosure: (i) was marked or described as "confidential"; or (ii) should have been reasonably understood by the receiving party to be confidential.
Content:
‍Aerial imagery of regions requested by Customer and agreed to be provided by Spexi, including Bespoke Content, Custom Content and/or Standard Content, as set out in the Order Form.
Control:
The legal power to control (directly or indirectly) the management of an entity (and "Controlled" should be construed accordingly).
Custom Content:
Content that includes any specific mission types (such as a specified number of panos or mapping flight in a specific Spexigon), AI layering or a refresh rate, as set out in the Order Form.
Customer:
The person or entity identified as such in the Order Form.
Documentation:
Any user documentation for the Service produced by Spexi and made available by Spexi to Customer.
Effective Date: Means the date on which the Order Form is agreed in accordance with Clause ‎1.3.
Force Majeure Event:
‍An event, or a series of related events, that is outside the reasonable control of the party affected (which may include failures of the internet or any public telecommunications network, hacker attacks, denial of service attacks, virus or other malicious software attacks or infections, power failures, industrial disputes affecting any third party, changes to the law, disasters, epidemics, pandemics, explosions, fires, floods, riots, terrorist attacks and wars).
Initial Term:
The period identified as the initial term in the Order Form or, if no initial term is stated in the Order Form, a period of 12 months beginning on the Effective Date.
Intellectual Property Rights:
All intellectual property rights wherever in the world, whether registrable or unregistrable, registered or unregistered, including any application or right of application for such rights (and these "intellectual property rights" include copyright and related rights, database rights, confidential information, trade secrets, know-how, business names, trade names, trade marks, service marks, passing off rights, unfair competition rights, patents, petty patents, utility models, semi-conductor topography rights and rights in designs).
Order Form:
An order form for the Service produced by Spexi or its authorized reseller and provided to Customer incorporating these Terms by reference.
Platform:
The Spexi Viewer platform, including the application and database software for the Service, the system and server software used to provide the Service, and the computer hardware on which that application, database, system and server software is installed, managed by Spexi and used by Spexi to provide the Content.
Platform Materials:
Text, pictures, media, data, information, content, records, files or other materials, (other than Content) contained on or provided through the Platform.
Renewal Term:
A period of 12 months beginning at the end of the Initial Term or a Renewal Term.
Service:
The Spexi Viewer service, being the provision of Content via the Platform.
Spexi:
Spexi Geospatial Inc., a federally incorporated company operating in British Columbia, Canada (registration number 793846510), having its registered office at 5398 Commodore Drive, Delta, BC V4K 4Z6.
Standard Content:
Standard Content that is stored and indexed on the Platform and made available to Customer without any refresh or change to the mission type within a standard spexigon, as set out in the Order Form.
Support Services:
Support in relation to the use of, and the identification and resolution of errors in, the Service.
Supported Web Browser:
The current release from time to time of Microsoft Edge, Google Chrome or Apple Safari.
Term:
The term of the Agreement, commencing and ending in accordance with Clause ‎3.1.
Terms:
These terms and conditions, including the main body and the Schedules and any other documents expressly incorporated by reference in these terms and conditions.
User:
Your officers, employees, agents and subcontractors that use the Service with your authority or by means of a User ID.
User ID:
The usernames, passwords and other credentials enabling a User to access the Service, including access credentials for the User Interface and the API.
User Interface:
The interface for the Platform designed to allow Users to access and use the Service.
‍

2.2.

In these Terms, a reference to a statute or statutory provision includes a reference to that statute or statutory provision as modified, consolidated and/or re-enacted from time to time and any subordinate legislation made under that statute or statutory provision.

2.3.

Clause headings do not affect the interpretation of these Terms.

2.4.

In these Terms, general words shall not be given a restrictive interpretation by reason of being preceded or followed by words indicating a particular class of acts, matters or things.

3. Term

3.1.

The Agreement comes into force on the Effective Date and continues for the Initial Term and then automatically extends for a Renewal Term at the end of the Initial Term and each subsequent Renewal Term, unless and until terminated in accordance with Clause ‎15 or any other provision of these Terms.

4. Service

4.1.

Where Customer subscribes to the Service under an Order Form, the provisions of this section 4 shall apply. Subject to your payment of the Charges, we will provide you with and/or enable you to create the User IDs necessary to enable you to access and use the Service, on or shortly after the Effective Date. You acknowledge that any delay by you in providing us with the details required to create User IDs may delay your access to and use of the Service, and that we will not be responsible or liable for any such delay.

4.2.

Where you subscribe to the Services under an Order Form, we grant you a worldwide, non-exclusive license during the Term to use the Service by means of the User Interface and the API for your business purposes in accordance with the Documentation and these Terms.

4.3.

The license granted under Clause ‎4.2 is subject to the following limitations:

4.3.1.

the User Interface may only be used by you or your Affiliates’ officers, employees, agents and subcontractors;

4.3.2.

the User Interface must not be used at any point in time by more than the number of concurrent Users specified in the Order Form, providing that you may add Users at any time and remove Users at the start of any Renewal Term in accordance with the User-change tool within the Platform;

4.3.3.

each User ID may only be used by one User; and

4.3.4.

the API may only be used by an application or applications approved by us in writing and controlled by you.

4.4.

Except to the extent expressly permitted in these Terms or required by law on a non-excludable basis, you must not:

4.4.1.

use the Service in violation of these Terms, the Documentation or any other use guidelines we provide to you or are posted on the Platform, or of any Applicable Law, or in the case of third-party materials, websites or content accessed through or provided with the Spexi Network, the applicable third-party license agreement;

4.4.2.

sub-license your right to access and use the Service;

4.4.3.

authorize, permit, enable, induce or encourage any unauthorized person or application to access or use the Service;

4.4.4.

use the Service or Platform Materials to provide the same, similar or competing services to third parties;

4.4.5.

republish, redistribute, market, advertise, copy or store a significant portion of any Platform Materials;

4.4.6.

conduct or request that any other person conduct any load testing or penetration testing on the Platform or Service without our prior written consent;

4.4.7.

attempt to gain unauthorized access to the Service, or bypass any measures we may use to prevent or restrict access to the Service, attempt to circumvent the intended features, functionality or limitations of the Service, or otherwise use, copy, distribute, or make available the Service to permit timesharing, service bureau use or commercially exploit the Service;

4.4.8.

remove or obscure any proprietary notices or labels on the Service, including brand, copyright, trademark and patent or patent pending notices;

4.4.9.

use the Service in any way that is unlawful, illegal, fraudulent, deceptive or harmful or in connection with any unlawful, illegal, fraudulent, deceptive or harmful purpose or activity;

4.4.10.

use the Service in any way that causes, or may cause, damage to the Service or Platform or impairment of the availability or accessibility of the Service;

4.4.11.

disable, overly burden, impair, or otherwise interfere with servers or networks connected to the Service (e.g., a denial-of-service attack);

4.4.12.

use the Service in any way that uses excessive Platform resources and as a result is liable to cause a material degradation in the services provided by us to our other customers using the Platform; and you acknowledge that we may use reasonable technical measures to limit your use of Platform resources for the purpose of assuring services to our customers generally;

4.4.13.

use the Service in a manner which, in our opinion, would tend to bring the Service, Spexi or any of our trademarks into public disrepute, contempt, scandal or ridicule, would adversely affect Spexi’s reputation or goodwill or any of our trademarks, or adversely affect the relationship between Spexi and any of our licensors or other users;

4.4.14.

copy, modify, reverse engineer, reverse assemble, disassemble, or decompile the Service or any part thereof or otherwise attempt to discover any source code; or

4.4.15.

conduct any systematic or automated data scraping, data mining, data extraction or data harvesting, or other systematic or automated data collection activity, by means of or in relation to the Service.

4.5.

You acknowledge that we may actively monitor you and your Users’ use of the Platform and Service and immediately suspend or terminate your rights to access the Service if we believe that you have used the Service in violation of the foregoing Clause 4.4.

4.6.

We test the Supported Web Browsers regularly to ensure compatibility with the Platform. While other web browsers may work with the Platform, we do not conduct regular testing on them, do not officially support them and give no warranty or representation that the Platform will be compatible with a web browser that is not a Supported Web Browser. We encourage Users to use a Supported Web Browser to obtain the best experience and full functionality of the Service.

4.7.

Schedule 1 (Availability SLA) governs the availability of the Service.

4.8.

You have no right to access the software code (including object code, intermediate code and source code) of the Platform or Service, either during or after the Term.

4.9.

We may suspend provision of the Service to you if any amount due to be paid by you to us under the Agreement is overdue and we have given you at least 5 Business Days' written notice, following the amount becoming overdue, of our intention to suspend the Service on this basis.

5. Content

5.1.

Where you enter into a paid subscription or license for access to the Content through an Order (whether as part of the Service or on a data-license only basis), then subject to your payment of the Charges, we grant you a non-exclusive, worldwide license to access, copy, transmit, store, edit, create derivative works of and otherwise use the Content, and to distribute and publish the Content and edited versions and derivative works of the Content by any and all technologies and means of delivery whether now or hereafter known or devised, in each case during the Term and for your internal business purposes, subject to the other provisions of this Clause ‎5. If you are granted unpaid access to the Service (whether for evaluation purposes or otherwise) then you are granted a limited license to access the Content during the Term (where, for the avoidance of doubt, there shall be no right to copy, transmit, store, edit, create derivative works of or otherwise use the Content), subject to the other provisions of this Clause 5.

5.2.

Except to the extent required by law on a non-excludable basis, you must not:

5.2.1.

publish, republish, sell, license, sub-license, rent, transfer, broadcast, distribute or redistribute the Content, provided that this prohibition shall not apply to derivative works of the Content produced by Customer pursuant to Clause 5.1 to the extent solely for Customer’s internal business purposes; or

5.2.2.

use the Content or any part of the Content in any way that is unlawful, illegal, fraudulent, deceptive or harmful or in connection with any unlawful, illegal, fraudulent, deceptive or harmful purpose or activity or in breach of any person's legal rights under any Applicable Law, or in any way that is offensive, indecent, discriminatory or otherwise objectionable; or

5.2.3

use the Content to compete with Spexi, whether directly or indirectly, or use the Content to create any products or services that compete with or are intended to compete with Spexi products or services; or

5.2.4

use the Content to create, generate, train, verify or test any AI Systems that compete with or are intended to compete, or provide or will provide identical or similar functionality to, the Service or any other Spexi products or services.

5.3.

All Content remains owned by Spexi, including Standard Content, Custom Content and Bespoke Content, and Customer shall not obtain ownership of any Content.

6. Scheduled maintenance

6.1.

We may from time to time suspend the Service for the purposes of scheduled maintenance to the Platform, providing that such scheduled maintenance must be carried out in accordance with this Clause ‎6.

6.2.

We shall where practicable give you at least 5 Business Days' prior written notice of scheduled maintenance that will, or is likely to, affect the availability of the Service or have a material negative impact on the Service.

6.3.

We shall ensure that all scheduled maintenance is carried out outside Business Hours and that, during each calendar month, the aggregate period during which the Service is unavailable as a result of scheduled maintenance, or negatively affected by scheduled maintenance to a material degree, does not exceed two (2) hours.

7. Support Communications

7.1.

We shall provide the Support Services to you during the Term with reasonable skill and care and in accordance with Schedule 2 (Support SLA).

7.2.

We may suspend the provision of the Support Services if any amount due to be paid by you to us under the Agreement is overdue and we have given you at least 5 Business Days' written notice, following the amount becoming overdue, of our intention to suspend the Support Services on this basis.

8. Charges and payments

8.1.

All amounts stated in or in relation to these Terms are, unless the context requires otherwise, stated exclusive of any applicable value added taxes, which will be added to those amounts and payable by you to us.

8.2.

The Charges shall increase by 5% at the start of each Renewal Term.

8.3.

You must pay the Charges to us in accordance with the payment schedule in the Order Form, free and clear without any set-off, counterclaim, deduction or withholding of any kind, save as may be required by law, within the period of 10 Business Days following the date of an invoice by direct debit or bank transfer (using payment details that we notify to you from time to time).

8.4.

If you do not pay any amount properly due to us under the Agreement, we may charge you interest on the overdue amount at the rate of 4% per annum above the Bank of Canada base rate from time to time (which interest will accrue daily until the date of actual payment and be compounded at the end of each calendar month).

9. Confidentiality

9.1 .

Each party must:

9.1.1.

keep the other party’s Confidential Information strictly confidential;not disclose the other party’s Confidential Information to any person (other than their employees and contractors who have agreed to be bound by confidentiality provisions no less protective than set out in this provision (“Representatives”), where such party shall be responsible for any act or omission of such Representative including any breach of this Agreement) without the other party’s prior written consent, and then only under conditions of confidentiality no less onerous than those contained in these Terms;

9.1.2.

use the same degree of care to protect the confidentiality of the other party’s Confidential Information as it uses to protect its own confidential information of a similar nature, being at least a reasonable degree of care;

9.1.3.

act in good faith at all times in relation to the other party’s Confidential Information; and

9.1.4.

not use or allow the use of any of the other party’s Confidential Information for any purpose other than performing its obligations or exercising its rights under the Agreement.

9.2.

Notwithstanding Clause ‎9.1, each party may disclose the other party’s Confidential Information to its officers, employees, professional advisers, insurers, agents and subcontractors who have a need to access the Confidential Information for the performance of their work with respect to the Agreement and who are bound by a written agreement or professional obligation to protect the confidentiality of the Confidential Information.

9.3.

This Clause ‎9 imposes no obligations on either party with respect to:

9.3.1.

the other party commits any material breach of the Agreement, and the breach is not remediable; or

9.3.2.

Confidential Information that is known to it before disclosure under the Agreement and is not subject to any other obligation of confidentiality;

9.3.3.

Confidential Information that is obtained from a third party in circumstances where the receiving party has no reason to believe that there has been a breach of an obligation of confidentiality; or

9.3.4.

information that is independently developed by the receiving party without reliance upon or use of the other party’s Confidential Information.

9.4.

The restrictions in this Clause ‎9 do not apply to the extent that any Confidential Information is required to be disclosed by any law or regulation, or by any judicial or governmental order or request, or pursuant to disclosure requirements relating to the listing of the stock of the receiving party on any recognized stock exchange, provided that, if a party makes a disclosure to which this Clause ‎9.4 applies then, to the extent permitted by Applicable Law, it shall promptly notify the other party of the fact of the disclosure, the identity of the disclosee and the Confidential Information disclosed.

9.4.

9.5.

The provisions of this Clause ‎9 shall continue in force indefinitely following termination of the Agreement.

10. Warranties

10.1.

We warrant to you that:

10.1.1.

we have the legal right and authority to enter into the Agreement and to perform our obligations under the Agreement;

10.1.2.

we have or have access to all necessary know-how, expertise and experience to perform our obligations under the Agreement.

10.2.

You warrant to us that you have the legal right and authority to enter into the Agreement and to perform your obligations under the Agreement.

10.3.

All of the parties' warranties and representations in respect of the subject matter of the Agreement are expressly set out in these Terms. To the maximum extent permitted by Applicable Law, no other warranties or representations concerning the subject matter of the Agreement will be implied into the Agreement or any related contract.

11. Indemnities

11.1.

You shall indemnify, defend, and hold harmless Spexi and its officers, directors, employees, agents, affiliates, successors, assigns, and licensees from and against any losses, damages, liabilities, deficiencies, claims, actions, judgments, settlements, interest, awards, penalties, fines, costs, or expenses of whatever kind, including reasonable legal fees and the cost of enforcing any right to indemnification hereunder and the cost of pursuing any insurance providers, arising out of or in connection with any third-party claim, suit, action, or proceeding (each a "Third-Party Claim") relating to any actual or alleged infringement, violation or misappropriation of a third party’s proprietary rights, intellectual property rights (except for copyright), or other rights arising out of your use of the Content;

11.2.

Spexi shall indemnify, defend, and hold harmless you and your officers, directors, employees, agents, affiliates, successors, assigns, and licensees from and against any Third-Party Claim relating to:

11.2.1.

any actual or alleged infringement, violation or misappropriation of a third party’s intellectual property or other rights by the Platform (not including the Content); and

11.2.2.

any actual or alleged infringement of a third party’s copyright by the Content. In the event of any such Third-Party Claim, Spexi will secure such rights or deliver new Content in accordance with the Order Form, provided that the provision of such Service in accordance with your instructions set out in the Order Form are permitted by law. The foregoing is your sole remedy in the event of a Third-Party Claim relating to any actual or alleged copyright infringement.

11.3.

If we reasonably determine, or any third party alleges, that the use of the Platform (not including the Content) by you in accordance with the Agreement infringes any person's Intellectual Property Rights, we may at our own cost and expense:

11.3.1.

modify the Platform in such a way that it no longer infringes the relevant Intellectual Property Rights; or

11.3.2.

procure for you the right to use the Platform in accordance with the Agreement.

11.4.

Notwithstanding the foregoing Clauses 11.2-11.3, if any Claim is based on the following, Spexi will not be responsible to indemnify Client:

11.4.1.

any combination of the Platform with services, products, programs, or data provided by a third party; or

11.4.2.

use of the Platform in violation of this Agreement or any Platform Terms.

12. Acknowledgements and warranty limitations

12.1.

You acknowledge that:

12.1.1.

complex software is never wholly free from defects, errors and bugs, and we give no warranty or representation that the Service will be wholly free from defects, errors and bugs;

12.1.2.

complex software is never entirely free from security vulnerabilities, and we give no warranty or representation that the Service will be entirely secure;

12.1.3.

the Service is designed to be compatible only with the Supported Web Browsers and software and systems specified as compatible in the Documentation, and we do not warrant or represent that the Service will be compatible with any other web browsers, software or systems;

12.1.4.

it is not possible for us to know or control what information is captured in Content, and we do not warrant or represent that the Content is accurate, complete, free of non-public information, information subject to data protection laws or information comprising third party Intellectual Property Rights or that it will meet your requirements or expectations or be suitable for any particular purposes, regardless of whether such requirements, expectations or purposes were made known to us; and

12.1.5.

we will not provide any legal, financial, accountancy or taxation advice under the Agreement or in relation to the Service, and we do not warrant or represent that the Service or the use of the Service by you will not give rise to any legal liability on the part of you or any other person.

13. Limitations and exclusions of liability

13.1.

Nothing in these Terms will limit or exclude any liability for death or personal injury resulting from gross negligence, fraud or fraudulent misrepresentation or any other liability that cannot be excluded or limited under Applicable Law.

13.2.

The limitations and exclusions of liability set out in this Clause ‎13 and elsewhere in these Terms are subject to Clause ‎13.1 and govern all liabilities arising under the Agreement or relating to the subject matter of the Agreement, including liabilities arising in contract, in tort (including negligence), performance of indemnity obligations, and for breach of statutory duty, except to the extent expressly provided otherwise in these Terms.

13.3.

Neither party shall be liable to the other in respect of any losses arising out of a Force Majeure Event.

13.4.

We shall not be liable to you in respect of any:

13.4.1.

loss of profits or anticipated savings;

13.4.2.

loss of revenue or income;

13.4.3.

loss of use or production;

13.4.4.

loss of business, contracts or opportunities; or

13.4.5.

loss or corruption of any data, database or software.

13.5.

Except for a breach of confidentiality or its indemnification obligations hereunder, neither party shall be liable to the other party in respect of any special, indirect or consequential loss or damage.

13.6.

Except for a breach of confidentiality or our indemnification obligations hereunder, our aggregate liability to you under the Agreement shall not exceed the lesser of $50,000 or the Charges paid by you to us for the Service in the 12 months preceding the event giving rise to the relevant liability.

14. Force Majeure Event

14.1.

If a Force Majeure Event gives rise to a failure or delay in either party performing any obligation under the Agreement (other than any obligation to make a payment), that obligation will be suspended for the duration of (and the affected party shall not be responsible for its failure to perform to the extent due to) the Force Majeure Event. It is expressly acknowledged that the time frame for the collection of Content provided for under any Order may be adversely affected by Force Majeure events that may not otherwise affect the Service, which may include adverse weather conditions.

14.2.

A party that becomes aware of a Force Majeure Event which gives rise to, or which is likely to give rise to, any failure or delay in that party performing any obligation under the Agreement, must promptly notify the other and inform the other of the period for which it is estimated that such failure or delay will continue.

14.3.

A party whose performance of its obligations under the Agreement is affected by a Force Majeure Event must take reasonable steps to mitigate the effects of the Force Majeure Event.

15. Termination

15.1.

Either party may terminate the Agreement at the end of the Initial Term or any Renewal Term by giving to the other party not less than 30 days' prior written notice of termination.

15.2.

Either party may terminate the Agreement immediately by giving written notice of termination to the other party if:

15.2.1

the other party commits any material breach of the Agreement, and the breach is not remediable; or

15.2.2.

the other party commits a material breach of the Agreement, and the breach is remediable but the other party fails to remedy the breach within the period of 30 days following the giving of a written notice to the other party requiring the breach to be remedied.

15.3.

Subject to Applicable Law, either party may terminate the Agreement immediately by giving written notice of termination to the other party if:

15.3.1.

the other party is dissolved, ceases to conduct all (or substantially all) of its business, is or becomes unable to pay its debts as they fall due, is or becomes insolvent or is declared insolvent, or convenes a meeting or makes or proposes to make any arrangement or composition with its creditors;

15.3.2.

an administrator, administrative receiver, liquidator, receiver, trustee, manager or similar is appointed over any of the assets of the other party; or

15.3.3.

an order is made for the winding up of the other party, or the other party passes a resolution for its winding up (other than for the purpose of a solvent company reorganization where the resulting entity will assume all the obligations of the other party under the Agreement).

15.4.

We may terminate the Agreement immediately by giving written notice to you if:

15.4.1.

any amount due to be paid by you to us under the Agreement is unpaid by the due date;

15.4.2.

we have given you at least 10 Business Days' written notice, following the failure to pay, of our intention to terminate the Agreement in accordance with this Clause ‎15.4; and

15.4.3.

the amount remains unpaid 10 Business Days after that written notice of termination is given.

16. Effects of termination

16.1.

On termination of the Agreement, you may not access any Content. If you wish to download any Content, you must notify us of your request within 15 days of termination and we may agree to allow you to download specified Content. Any such agreement shall constitute a separate agreement to the Agreement and shall be subject to you paying charges for the downloaded Content and to license terms that we will specify in writing in that agreement.

16.2.

Within 30 days following the termination of the Agreement for any reason:

16.2.1.

you must pay us any Charges in respect of Services provided to you before termination of the Agreement; and

16.2.2.

we must refund you any Charges paid by you to us in respect of Services that were to be provided to you after termination of the Agreement, less any costs already paid or incurred by us in respect of those Services prior to the effective date of termination. Without prejudice to the parties' other legal rights.

16.2.3.

On termination of the Agreement, all the provisions of these Terms shall cease to have effect, save that the following provisions shall survive and continue to have effect (in accordance with their express terms or otherwise indefinitely): Clauses ‎1.3, 2, ‎4.8, ‎5.3, ‎8.3, ‎‎9, ‎11, ‎12, ‎13, ‎14,16, ‎17 and ‎18.8.

16.2.4.

Except to the extent expressly provided otherwise in these Terms, the termination of the Agreement shall not affect the accrued rights of either party.

17. Notices

17.1.

Any notice from one party to the other party under the Agreement must be given by email using the contact email address set out in the Order Form for the Customer and legal@spexi.com for Spexi.

17.2.

Notices shall be deemed to be received at the time of the sending of the email, provided that the sending party retains written evidence that the email has been sent and provided that, if the stated time of deemed receipt is not within Business Hours, then the time of deemed receipt shall be when Business Hours next begin after the stated time.

17.3.

The addressee and contact details set out in the Order Form and Clause ‎17.1 may be updated by a party giving written notice of the update to the other party in accordance with this Clause ‎17.

18. General

18.1.

We may subcontract any of our obligations under the Agreement. We shall remain responsible to you for the performance of any subcontracted obligations. You acknowledge and agree that we may subcontract to any reputable third party hosting business the hosting of the Platform and the provision of services in relation to the support and maintenance of the Platform.

18.2.

We may assign, transfer or otherwise deal with our contractual rights and obligations under the Agreement. Save to the extent expressly permitted by Applicable Law, you must not assign, transfer or otherwise deal with your contractual rights and/or obligations under the Agreement without our prior written consent, such consent not to be unreasonably withheld or delayed, providing that you may assign the entirety of your rights and obligations under the Agreement to any Affiliate of yours or to any successor to all or a substantial part of your business.

18.3.

No breach of any provision of the Agreement will be waived except with the express written consent of the party not in breach. No waiver of any breach of any provision of the Agreement shall be construed as a further or continuing waiver of any other breach of that provision or any breach of any other provision of the Agreement.

18.4.

If a provision of the Agreement is determined by any court or other competent authority to be unlawful and/or unenforceable, the other provisions will continue in effect. If any unlawful and/or unenforceable provision of the Agreement would be lawful or enforceable if part of it were deleted, that part will be deemed to be deleted, and the rest of the provision will continue in effect.

18.5.

The Agreement is for the benefit of the parties and is not intended to benefit or be enforceable by any third party. The exercise of the parties' rights under the Agreement is not subject to the consent of any third party.

18.6.

The Agreement may not be varied except in accordance with this Clause ‎18.6. The Agreement may be varied by means of a written document signed by or on behalf of each party. We may vary the Agreement by giving you at least 30 days' written notice of the proposed variation, providing that if we give you a notice under this Clause ‎18.6, you shall have the right to terminate the Agreement by giving us written notice of termination at any time during the period of 14 days following receipt of our notice.

18.7.

The Order Form and these Terms constitute the entire agreement between the parties in relation to the subject matter of the Agreement and shall supersede all previous agreements, arrangements and understandings between the parties in respect of that subject matter. Subject to Clause ‎13.1, neither party will have any remedy in respect of any misrepresentation (whether written or oral) made to it upon which it relied in entering into the Agreement.

18.8.

If your primary office is located in the United States, this Agreement will be governed by and construed in accordance with the laws of the State of New York, USA and the parties hereby agree to exclusive jurisdiction in the federal and state courts of the State of New York. If your primary office is located in any other country or location, this Agreement will be governed by and construed in accordance with the laws of the Province of British Columbia and the federal laws of Canada applicable therein and the parties hereby agree to exclusive jurisdiction in the federal and provincial courts of the province of British Columbia, Canada. The application of the United Nations Convention of Contracts for the International Sale of Goods and the Uniform Computer Information Transactions Act is expressly excluded.

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