Terms of Service
Updated January 8, 2021
Application of this Agreement
THE FOLLOWING DESCRIBES THE TERMS AND CONDITIONS APPLICABLE TO THE USE OF INFINITE RADIUS'S WEB-BASED APPLICATION AND RECEIPT OF RELATED SERVICES. The terms and conditions of this agreement (the "Agreement") will govern the relationship between Infinite Radius Inc. ("Infinite Radius") and the individual, corporation, firm, partnership, company or other entity ("Client") who registers to use the Infinite Radius Application in connection with the use of the same and in connection with all related services. Terms that are initially capitalized herein are defined in the above paragraph or in the last section of this Agreement.
Representation and Warranty of Individual Completing the Registration
By completing the registration process and by clicking the "I Agree" button, you, the individual completing the registration process, hereby represent and warrant to Infinite Radius, and acknowledge that Infinite Radius is relying upon this representation and warranty, that you are authorized by Client to bind Client to this Agreement. IF ALL OF THE TERMS AND CONDITIONS OF THIS AGREEMENT ARE NOT ACCEPTABLE TO CLIENT, DO NOT CLICK ON THE "I AGREE" BUTTON.
Client's License to the Infinite Radius Application
In order to use the Infinite Radius Application, Client must register to use the Infinite Radius Application and on successful registration, Client may use the Infinite Radius Application. Infinite Radius hereby grants, and Client hereby accepts, subject to the terms and conditions of this Agreement, a non-exclusive and non-assignable license to access and use the Infinite Radius Application. Client may reproduce and distribute the Documentation solely as reasonably needed in connection with its use of the Infinite Radius Application. Client may only permit its Personnel to access and use the Infinite Radius Application. Client shall not permit any other party to access or use the Infinite Radius Application through use of the userid/password or otherwise. Client will be solely responsible for all activity of any party using its userid/passwords. Client is solely responsible for ensuring that the userid/passwords are kept secret. Infinite Radius may monitor Client's use of the Infinite Radius Application to ensure compliance with this Agreement. No copy of any software or any source code will be made available or delivered to Client. Client shall ensure that all computers, systems and connectivity used to access the Infinite Radius Application meet the system requirements as published by Infinite Radius from time to time. Any breach of the terms and conditions of this Agreement by any of Client's Personnel shall be deemed to be a breach of the terms and conditions of this Agreement by Client.
Fees and Payment
Client shall pay the Fees to Infinite Radius as directed by Infinite Radius as set out on the website associated with the Infinite Radius Application. Infinite Radius will invoice Client for the access, maintenance and support fees on an annual basis prior to the start of the year of service, which shall not be refundable except as provided herein. Infinite Radius may invoice Client for any service fees and data storage fees on a monthly, quarterly or annual basis in arrears. Client shall pay such invoices within fifteen (15) days of receiving same. Infinite Radius shall be entitled to deny Client access to their accounts, Infinite Radius Application and Client Data in the event that any amount payable hereunder is past due. Client shall be responsible for paying all sales, use, excise, value-added and other taxes (except those which relate to the income of Infinite Radius) or governmental charges imposed on the use of or access to the Infinite Radius Application or Documentation. Infinite Radius may change the Fees by providing at least thirty (30) days written notice of same to Client. In the event Client is not satisfied with the same, Client shall immediately provide written notice of termination, which shall be Client's sole recourse and remedy in the event Client is dissatisfied with the amended Fees.
Client may not, directly or indirectly, use or operate the Infinite Radius Application for the benefit of any third party in any type of service outsourcing, application service provider or service bureau capacity. Client shall not in respect of the Infinite Radius Application: deposit or process any Client Data which infringes or potentially infringes any third party intellectual property or proprietary rights including without limitation, copyright, patent, trademark or trade secret, right of publicity or privacy;deposit or process any Client Data in violation of any applicable laws;deposit or process any Client Data which is harmful or potentially harmful including, without limitation, that which places the integrity or security of any computer system at risk or which is or contains a virus, Trojan horse, worm, time bomb or other harmful or invasive computer program or file;undertake any activity which creates liability or damage or potentially creates liability or damage to Infinite Radius, any Supplier or any other user or creates damage or potentially creates damage to the Infinite Radius Application or the computer systems or data of Infinite Radius, any Supplier or any other user; orundertake any activity which creates undue burden or interferes with the Infinite Radius Application or its use by other users. Client shall not attempt to circumvent any security measure implemented in the Infinite Radius Application or attempt to gain access to any portion of the Infinite Radius Application other than that which is needed to access and use the Infinite Radius Application as contemplated in the Documentation. In the event any activity of Infinite Radius arises in connection with any activities of Client or any Client Personnel which is in breach of this section, then Client will pay Infinite Radius its fees for the time spent by Infinite Radius' personnel on such activities on a time, expense and materials basis at Infinite Radius' standard rates for the same.
Support and Maintenance
Infinite Radius shall provide telephone and email support with respect to the use of and access to the Infinite Radius Application and Documentation during the hours of 9:00 am to 5:00 pm MST Monday to Friday, excluding statutory holidays observed in Calgary, Alberta. From time to time, Infinite Radius may change the hours and days of support in its complete discretion. Support means initial support and debugging and problem solving in relation to matters raised by Client including: (a) answering technical inquiries regarding the Infinite Radius Application features and performance, configuration and use; (b) clarification of the Documentation; (c) provision of problem diagnostic services for identifying problems; and (d) attempting problem resolution. Infinite Radius reserves the right to limit this support in the event Client is using a material amount of this support. Only those employees of Client who are familiar with the Documentation and the Infinite Radius Application shall be entitled to make use of the support. At Infinite Radius' option, Client shall designate one or more of its employees as the sole point of contact for all support. Such selected employees shall be subject to Infinite Radius' approval. While Client is current in its Fees, Infinite Radius shall provide maintenance. Maintenance shall include bug-fixes and workarounds to errors and bugs in the Infinite Radius Application. Infinite Radius shall use commercially reasonable efforts (taking into account the severity of the error) to correct any reproducible errors in the Infinite Radius Application and Documentation. Upon identification of any error, Client shall notify Infinite Radius of such error and provide Infinite Radius with a description of the problem and any reasonable assistance as requested by Infinite Radius. Under no circumstances does Infinite Radius warrant or represent that all errors or defects can or will be corrected. Infinite Radius will have no obligation to correct any defect or error that it is unable to reproduce or any defect or error that is not material. Client acknowledges and agrees that Infinite Radius' sole obligation and liability and Client's sole remedy and recourse in connection with any defect or error in the Infinite Radius Application is for Infinite Radius to use commercially reasonable efforts to correct the same as described in this paragraph. Infinite Radius shall not be responsible for: (i) correcting any errors or defects arising out of the operation of the Infinite Radius Application by Client in an environment other than as set out in the Documentation; (ii) use of the Infinite Radius Application in a manner other than as contemplated in the Documentation; or (iii) any cause resulting from operator error or the failure of an operator to follow any instructions or requirements set out in the Documentation. For errors or defects arising in connection with any third party software or data incorporated into the Infinite Radius Application, Infinite Radius' sole obligations will be to notify the vendor of that software or data of the errors or defects and to install any fixes that are provided.
From time to time Infinite Radius and its Suppliers may make enhancements to the Infinite Radius Application. At Infinite Radius' option, Infinite Radius may make those enhancements available without additional cost to Client or Infinite Radius may make those enhancements available to Client at an additional charge.
At the reasonable request of Infinite Radius, Client will install and configure firewalls and other security measures. Infinite Radius will use industry standard security tools, technologies and processes to protect the Infinite Radius Application and Client Data against unauthorized access. However, Client acknowledges and agrees that applications and systems which are made available over the Internet are inherently insecure against motivated individuals and Infinite Radius and its Suppliers shall have no obligation or liability to Client for any breach of such firewalls or security measures as a result of same.
Client shall obtain any consents required to the placement of the Client Data on the Infinite Radius Application, the processing of the Client Data by the Infinite Radius Application and to Infinite Radius' handling of the Client Data as contemplated herein. Client hereby authorizes (and hereby represents that it has the authority to authorize) Infinite Radius to conduct all activities as contemplated under this Agreement including, without limitation, storing, reproducing and processing the Client Data and the use, disclosure and transmission of the same pursuant to and in connection with the Infinite Radius Application and such other tasks, duties or activities reasonably necessary for Infinite Radius to carry out its obligations pursuant to this Agreement. Infinite Radius and its service provider have in place a disaster recovery plan to restore the Infinite Radius Application and Client Data in the event of a disaster. There are no assurances that the disaster recovery plan will be 100% effective (including the fact that backups are only made periodically) and Infinite Radius and its Suppliers shall have no liability to Client for any loss of use of the Infinite Radius Application or any Client Data or loss or corruption of any Client Data. In the event that Client wishes to obtain a copy of some or all of the Client Data Infinite Radius will provide the same to Client in electronic form. Infinite Radius may charge a fee for this service.
Infinite Radius Data
The Infinite Radius Data is compiled from various sources. Infinite Radius and its Suppliers provide no warranty regarding the accuracy or completeness of this information. Infinite Radius and its Suppliers shall have no liability or obligation to Client resulting from the use or interpretation of this data and information, or from any decisions made based on this data and information.
"Confidential Information" means any information of a party (the "disclosing party") and includes, without limitation, any business, marketing, technical and scientific information, trade secrets, processes, designs, data, formulae, plans, prototypes, specifications, know-how, improvements, inventions (whether patentable or not), techniques, software, source code, customer lists, research, business opportunities, agreements and other information related to or arising from the activities contemplated in this Agreement and which may be in any form or medium and whether or not designated as confidential (or like designation). Notwithstanding the forgoing, Confidential Information shall not include any information that (a) is in the public domain without such disclosure being as a result, directly or indirectly, of a breach of the obligations of confidence, secrecy or non-use by the other party (the "receiving party") or; (b) was previously known to the receiving party, reasonable proof of which lies upon the receiving party; or (c) was received by the receiving party without any obligation of confidence from a source (other than the disclosing party) lawfully having the right to disclose such information; or (d) is released or disclosed to the public by the disclosing party. Infinite Radius hereby acknowledges and agrees that the Client Data is proprietary to Client. Accordingly, Infinite Radius agrees to treat the Client Data as Confidential Information in accordance with the confidentiality requirements and conditions set forth below. The Infinite Radius Data is proprietary to Infinite Radius and its Suppliers. Client shall treat all Infinite Radius Data as the Confidential Information of Infinite Radius in accordance with the confidentiality requirements and conditions set forth below. Client acknowledges and agrees that the security mechanisms incorporated in the Infinite Radius Application have security limitations and that applications and systems which are made available over the Internet are inherently insecure against motivated individuals and Infinite Radius and its Suppliers shall have no obligation or liability to Client for any breach of such security mechanisms protecting Client Data as a result of same. A receiving party shall be bound by an obligation of confidence to the disclosing party in respect of any Confidential Information of the disclosing party. In respect of such Confidential Information, the receiving party shall not: (a) except as provided in the next paragraph, disclose, either directly or indirectly, any such Confidential Information, or any part thereof, other than to its employees and third party who have a need to know the Confidential Information, and (b) shall not use any such Confidential Information, or any part thereof, for any purpose except as specifically contemplated in this Agreement. If a receiving party becomes legally compelled (by oral questions, interrogatories, requests for confidential information or documents, subpoena, civil investigative demand or otherwise) to disclose any Confidential Information of the disclosing party, the receiving party shall provide the disclosing party with prompt written notice of same so that the disclosing party may, at the disclosing party's option, either seek a protective order, other appropriate remedy or to obtain reliable assurances that the Confidential Information will be accorded confidential treatment. The receiving party shall provide all reasonable assistance with same.
Client agrees that title to and ownership of the Infinite Radius Application and Documentation and any modifications or upgrades made thereto (whether at the suggestion or request of Client or otherwise) and all intellectual property rights therein shall at all times be held by Infinite Radius and its Suppliers. Client, shall not have any right, title or ownership interest in the Infinite Radius Application or the Documentation except the limited right to access and use the Infinite Radius Application in accordance with the terms and conditions set out in this Agreement. Client may not, directly or indirectly, create derivatives, modify, decompile or reverse engineer the Infinite Radius Application or do anything to attempt to reveal, generate or obtain the source code for the Infinite Radius Application. Warranty Disclaimer, Limitation of Liability and Liability DisclaimerInfinite Radius does not represent or warrant that all defects and errors in the Infinite Radius Application, the Services and Documentation can or will be corrected. Other than the requirement to correct defects and errors in accordance with this Agreement, Infinite Radius and its Suppliers shall have no liability or obligation to Client or any third party in the event of any defect or error or any omission in the Infinite Radius Application, the Services or Documentation. THE INFINITE RADIUS APPLICATION, SERVICES AND DOCUMENTATION ARE PROVIDED STRICTLY ON AN "AS IS" AND "AS AVAILABLE" BASIS. EXCEPT AS OTHERWISE EXPLICITLY SET OUT HEREIN INFINITE RADIUS EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES AND CONDITIONS CONCERNING THE INFINITE RADIUS APPLICATION, THE SERVICES AND DOCUMENTATION, INCLUDING ANY AND ALL WARRANTIES AND CONDITIONS OF DESIGN, MERCHANTABILITY AND FITNESS FOR ANY PARTICULAR PURPOSE, PERFORMANCE AND ANY AND ALL WARRANTIES AND CONDITIONS THAT MIGHT OTHERWISE ARISE DURING THE COURSE OF DEALING, CUSTOM OR TRADE USAGE AND THOSE WHICH MAY BE IMPLIED BY STATUTE. UNDER NO CIRCUMSTANCES SHALL INFINITE RADIUS OR ANY OF ITS SUPPLIERS BE LIABLE FOR ANY INCIDENTAL, SPECIAL, INDIRECT OR CONSEQUENTIAL DAMAGES OR LOSS OF PROFITS, INTERRUPTION OF BUSINESS OR RELATED EXPENSES INCURRED OR SUFFERED BY CLIENT WHICH MAY ARISE IN CONNECTION WITH THE USE OR INABILITY TO USE THE INFINITE RADIUS APPLICATION, SERVICES OR DOCUMENTATION, OR ANY DEFECT OR ERROR IN THE INFINITE RADIUS APPLICATION, SERVICES OR DOCUMENTATION, WHETHER OR NOT INFINITE RADIUS OR ANY OF ITS SUPPLIERS WAS TOLD OF OR KNEW OF OR OUGHT TO HAVE REASONABLY KNOWN OF THE POSSIBILITY OF SUCH LOSS, DAMAGE OR INJURY AND INCLUDING BUT NOT LIMITED TO THOSE RESULTING FROM DEFECTS IN THE INFINITE RADIUS APPLICATION, SERVICES OR DOCUMENTATION OR LOSS OR INACCURACY OF DATA OF ANY KIND OR INCORRECT RESULTS PRODUCED BY THE INFINITE RADIUS APPLICATION, SERVICES OR DOCUMENTATION. INFINITE RADIUS'S AND ITS SUPPLIER'S COLLECTIVE LIABILITY UNDER THIS AGREEMENT AND IN CONNECTION WITH THE USE OF THE INFINITE RADIUS APPLICATION, DOCUMENTATION AND THE SERVICES, OR ANY DEFECT OR ERROR IN THE INFINITE RADIUS APPLICATION, SERVICES OR DOCUMENTATION, UNDER ANY AND ALL CIRCUMSTANCES, ARISING IN ANY MANNER WHATSOEVER, SHALL BE LIMITED TO THE FEES ACTUALLY PAID BY CLIENT TO INFINITE RADIUS UNDER THIS AGREEMENT IN THE ONE (1) YEAR PERIOD IMMEDIATELY PRECEDING THE FINAL ACT OR EVENT WHICH GAVE RISE TO ANY SUCH LIABILITY. ALL SUCH LIABILITIES SHALL, IN AGGREGATE, BE SUBJECT TO THE DESCRIBED LIMITATION. THIS LIMITATION SHALL APPLY TO ALL CAUSES OF ACTION IN THE AGGREGATE, INCLUDING WITHOUT LIMITATION, TO BREACH OF CONTRACT, BREACH OF WARRANTY, NEGLIGENCE, STRICT LIABILITY, MISREPRESENTATIONS AND OTHER TORTS, NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY REMEDY.
Errors and Defects
FOR A VARIETY OF REASONS THERE MAY BE DEFECTS AND ERRORS IN THE INFINITE RADIUS APPLICATION AND THEREFORE THE INFINITE RADIUS APPLICATION MAY ONLY BE USED AS A TOOL TO PROVIDE PRELIMINARY GUIDANCE ONLY, WHICH MUST BE FOLLOWED BY GUIDANCE FROM A QUALIFIED PROFESSIONAL TO VERIFY ANY CONCLUSIONS, RESULTS OR INFORMATION PROVIDED BY THE INFINITE RADIUS APPLICATION. CLIENT HEREBY AGREES TO IMPLEMENT PROCEDURES AND SYSTEMS TO PROTECT INDIVIDUALS FROM INJURY, ILLNESS AND DEATH AND FROM DAMAGE AND LOSS IN THE EVENT OF ANY ERROR OR DEFECT IN THE INFINITE RADIUS APPLICATION, INCLUDING WITHOUT LIMITATION: CLIENT WILL NOT USE ANY CONCLUSIONS, RESULTS OR INFORMATION PROVIDED BY THE INFINITE RADIUS APPLICATION AS THE PRIMARY MEANS OF MAKING DECISIONS;CLIENT WILL ONLY USE THE INFINITE RADIUS APPLICATION TO PROVIDE PRELIMINARY GUIDANCE ONLY;CLIENT AGREES TO EMPLOY QUALIFIED PROFESSIONALS TO VERIFY THE CONCLUSIONS, RESULTS AND INFORMATION PROVIDED BY THE INFINITE RADIUS APPLICATION; ANDCLIENT AGREES TO TRAIN ALL OF THEIR PERSONNEL AND OTHER INDIVIDUALS IN RESPECT OF ALL OF THE FOREGOING. INFINITE RADIUS AND ITS SUPPLIERS SHALL HAVE NO LIABILITY OR OBLIGATION TO CLIENT OR ANY PERSONNEL OR ANY OTHER INDIVIDUAL OR ANY THIRD PARTY ARISING, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, FROM ANY FAILURE TO IMPLEMENT ALL OF THE FOREGOING OR ANY INJURY, ILLNESS OR DEATH OF ANY INDIVIDUAL OF ANY NATURE ARISING OUT OF OR IN CONNECTION WITH, IN ANY MANNER WHATSOEVER, THE INFINITE RADIUS APPLICATION OR ITS USE.
OTHER THAN INSTANCES WHERE INFINITE RADIUS IS OBLIGATED TO INDEMNIFY CLIENT AS SPECIFIED IN THE INFINITE RADIUS INDEMNIFICATION SECTION BELOW, CLIENT AGREES TO BE LIABLE TO, AND TO INDEMNIFY, DEFEND AND HOLD HARMLESS, INFINITE RADIUS AND ITS SUPPLIERS AND THEIR OFFICERS, DIRECTORS, AGENTS AND EMPLOYEES FROM ANY AND ALL DAMAGES, CLAIMS, LOSSES, EXPENSES AND COSTS (INCLUDING ANY LEGAL COSTS ON A SOLICITOR AND HIS OWN CLIENT BASIS) WHICH MAY ARISE IN ANY MANNER FROM ANY CLAIM, DEMAND OR CAUSE OF ACTION WHATSOEVER THAT MAY ARISE IN CONNECTION WITH, IN ANY MANNER WHATSOEVER, CLIENT'S USE OF OR INABILITY TO USE THE INFINITE RADIUS APPLICATION, THE DOCUMENTATION OR THE SERVICES OR ANY DEFECT OR ERROR IN THE INFINITE RADIUS APPLICATION, THE DOCUMENTATION, INFINITE RADIUS DATA OR THE SERVICES, HOWSOEVER SUCH CLAIM OR ACTION SHALL HAVE OCCURRED OR AROSE AND CLIENT SHALL DEFEND OR SETTLE ALL CLAIMS AND ACTIONS BROUGHT AGAINST ANY OF THE FOREGOING BY ANY THIRD PARTY, INCLUDING, WITHOUT LIMITATION, ANY PERSONNEL OR ANY OTHER INDIVIDUALS OR ANY THIRD PARTIES. CLIENT SHALL NOT ENTER INTO ANY SUCH SETTLEMENT WITHOUT THE PRIOR WRITTEN CONSENT OF INFINITE RADIUS, WHICH CONSENT SHALL NOT BE UNREASONABLY WITHHELD.
Infinite Radius Indemnification
Infinite Radius shall defend Client in any suit or proceeding or threatened suit or proceeding brought against Client based solely on a claim that the Infinite Radius Application or Documentation infringes any enforceable copyright, trademark or trade secret right of any third party in Canada but only if: (a) Client shall notify Infinite Radius in writing of any such suit or proceeding or threatened suit or proceeding promptly after Client first learns of such suit or proceeding or threatened suit or proceeding; and (b) Client shall provide, at no cost, such reasonable assistance and co-operation as Infinite Radius may reasonably request from time to time in connection with the defense of any such suit or proceeding or threatened suit or proceeding. Infinite Radius may either defend or settle such claim. Infinite Radius agrees to pay such damages and costs finally awarded against Client or payable pursuant to a settlement agreement in connection with such suit or proceeding. Infinite Radius shall have complete control over any such suit or proceeding including, without limitation, the right to settle on behalf of Client on any terms Infinite Radius deems desirable (in the sole exercise of its discretion) so long as it is at no cost to Client. Client shall have the right to be independently represented by counsel of its own choice and at its own cost. Client shall not settle any such claim without Infinite Radius' prior written consent, which consent may be unreasonably withheld. If the use of any of the Infinite Radius Application or the Documentation is enjoined as a result of any action or is likely to be enjoined in Infinite Radius' reasonable opinion, Infinite Radius shall, at its sole option and expense either: (a) obtain for Client the right to continue using the Infinite Radius Application or Documentation; or (b) modify the Infinite Radius Application or Documentation so that it no longer infringes; or (c) provide Client with reasonable alternate software and systems, as applicable, providing substantially similar features, functions and capability; or (d) if none of the foregoing are deemed to be commercially reasonable options in the sole discretion of Infinite Radius, terminate this Agreement and Client shall cease using the Infinite Radius Application and Documentation immediately. The foregoing sets out the entire liability of Infinite Radius and its Suppliers and the sole obligations of Infinite Radius and its Suppliers to Client in respect of any claim that the Infinite Radius Application or Documentation infringes any third party rights. Notwithstanding anything else herein, Infinite Radius shall have no obligation or liability with respect to any third party software or data which may be incorporated into the Infinite Radius Application infringes any third party rights. Infinite Radius shall have no liability hereunder for infringement claims based upon use by Client of the Infinite Radius Application or Documentation other than use as contemplated in this Agreement and the Documentation.
Term of Agreement and Renewal
The term of this Agreement shall commence on the date the Client registers and shall continue for a one (1) year period. In the event that Infinite Radius or Client do not provide notice of termination at least thirty (30) days prior to the end of the then current term, this Agreement will automatically renew for additional one (1) year periods.
Default and Termination
This Agreement may be terminated by the non-defaulting party if any of the following events of default occur: (1) a party materially fails to perform or comply with this Agreement or any provision hereof; (2) a party becomes insolvent or confirms in writing its inability to pay its debts as they mature or makes an assignment for the benefit of creditors; (3) a petition under any foreign or Canadian bankruptcy act, receivership statute or the like, as they now exist or as they may be amended, is filed by a party; or (4) such a petition is filed by any third party or an application for a receiver is made by anyone and such petition or application is not resolved in favor of the party within ninety (90) days. Such termination shall be effective thirty (30) days after notice of termination is delivered to the defaulting party if the defaults have not been cured within such thirty (30) day period. Infinite Radius may terminate this Agreement by providing at least ninety (90) days notice of termination in the event Infinite Radius decides that it no longer wishes to make the Infinite Radius Application available to any of its clients. In the event of a change of Fees as provided herein and Client is not satisfied with the same Client shall give written notice of termination and such termination shall be effective immediately before such change in Fees is to become effective on Client. In the event such notice is immediately given then such changes shall not be effective in respect of Client during such thirty (30) days. In the event: (i) Client terminates in accordance with the immediately above paragraph; (ii) Infinite Radius provides termination notice because it is no longer going to provide the Infinite Radius Application; (iii) Client terminated due to an Infinite Radius default; or (iv) Infinite Radius terminates because the Infinite Radius Application infringes third party rights then Infinite Radius shall return a pro rata portion of any annual Fee that has been paid by Client which represent the portion of the period after termination that the annual Fee covered, if any. On termination of this Agreement, howsoever terminated, Client shall cease and desist all use of the Infinite Radius Application and Documentation and all licenses granted pursuant to this Agreement shall immediately terminate. Provided Client has paid all Fees that have been invoiced, Infinite Radius shall grant to Client limited access thereafter sufficient for Client to retrieve Client Data, which shall be done as expeditiously as possible, but in no event beyond sixty (60) days following such termination. Alternatively, Infinite Radius may copy the Client Data to a media and deliver the same to Client. The Client Data will be provided or made available in CSV format (without the data structure). Infinite Radius shall be entitled to permanently delete the Client Data at any time after sixty (60) days from termination of the Agreement. Client shall be responsible for all fees that Infinite Radius may charge for such retrieval, which shall be reasonable. Infinite Radius may require advanced payment of an estimate of those fees. On termination, each party shall return to the other party all property and Confidential Information of that other party. At the direction of Infinite Radius, Client shall delete or destroy all copies of the Documentation.
Basis of Bargain
Client agrees and acknowledges: (i) that Infinite Radius has set its prices and the parties have entered into this Agreement in reliance on the warranty disclaimer, liability disclaimer, limitations of liability and indemnity provisions set forth herein; (ii) that the same reflect an agreed-to allocation of risk between the parties (including the risk that a remedy may fail its essential purpose); and (iii) that the same forms an essential basis of the bargain between the parties. Client agrees and acknowledges that Infinite Radius would not have been able to provide access to and use of the Infinite Radius Application at the amount charged on an economic basis without such allocations of risk.
Survival. The rights and obligations under Security, Data, Privacy, Confidentiality, Title, Warranty Disclaimer, Limitation of Liability and Liability Disclaimer, Errors and Defects, Client Indemnification, Infinite Radius Indemnification, Default and Termination, Basis of Bargain, Survival and Attornment shall survive the termination of this Agreement for whatever reason. Termination does not relieve any party of any liability accruing at the date of termination including, without limitation, any fees due. Notices. Any notice, direction or other communication given regarding the matters contemplated by this Agreement must be in writing, sent by personal delivery, courier or facsimile and addressed: to Infinite Radius at: Attention: President to Client at the address provided during the registration process. Email: firstname.lastname@example.org A notice is deemed to be given and received: (i) if sent by personal delivery or same day courier to Client, on the date of delivery if it is business day and the delivery was made prior to 4:00 p. m. (local time in place of receipt) and otherwise on the next business day; (ii) if sent by overnight courier to Client, on the fifth business day following delivery of the notice to the courier; or (iii) if sent by facsimile, on the business day following the date of confirmation of transmission by the originating facsimile. A party may change its address for service from time to time by providing a notice in accordance with the foregoing. Any subsequent notice must be sent to the party at its changed address. Notwithstanding the foregoing, Infinite Radius may give notice to Client regarding a change of Fees by either posting notice of the same on the login page or landing page after login or by email to a representative of Client. Suppliers. All Suppliers shall be entitled to all remedies, disclaimers of warranty, disclaimers of liability, limitations of liability and other provisions herein which indicate as being in favor of Suppliers, including without limitation, under the Warranty Disclaimer, Limitation of Liability and Liability Disclaimer, Errors and Defects and Client Indemnification provisions. Client agrees that all Suppliers shall be, as applicable: (i) entitled to raise any such disclaimers of warranty, disclaimers of liability and limitations of liability in defense of any claim by Client; and (ii) entitled to any such remedy. Client agrees that each Supplier shall be a third party beneficiary under this Agreement for the sole purposes of the foregoing and that Suppliers would not be suppliers in connection with the Infinite Radius Application and/or the Services if they were not entitled to the benefits of the foregoing. Waiver. A party's failure or delay in exercising any right under this Agreement will not operate as a waiver of that right. Headings. All captions and headings in this Agreement are for purposes of convenience only and shall not affect the construction or interpretation of any of its provisions. Entire Agreement. This Agreement sets forth the entire agreement and understanding between the parties and supersede and cancel all previous negotiations, agreements, commitments and writings in respect of the subject-matter hereof and there are no understandings, representations, conditions made or assumed by the parties, other than those expressly contained in this Agreement. Severability. If any term, covenant or condition of this Agreement or the application thereof to any party or circumstance shall be invalid or unenforceable to any extent the remainder of this Agreement and the application of such term, covenant or condition to a party or circumstance other than those to which it is held invalid or unenforceable shall not be affected thereby and each remaining term, covenant or condition of this Agreement shall be valid and shall be enforceable to the fullest extent permitted by law. Governing Law. This Agreement will be governed by and interpreted and enforced in accordance with the laws of the Province of Alberta and the federal laws of Canada applicable therein. Attornment. The parties do hereby agree to submit and attorn to the exclusive jurisdiction of the Courts of Alberta for all matters arising out of or relating to this Agreement. Notwithstanding the foregoing, any party may apply to any court of competent jurisdiction for any equitable relief by way of restraining order, injunction, decree, specific performance, mandatory injunction or otherwise where damages could not adequately be compensated by monetary award and where the Courts of Alberta would not have adequate jurisdiction to grant an effective equitable remedy. Rights and Remedies. The rights and remedies of a party hereunder are cumulative and no exercise or enforcement by a party of any right or remedy hereunder shall preclude the exercise or enforcement by the party of any other right or remedy hereunder or which the party is otherwise entitled by law or equity.
In this Agreement, the following terms shall have the indicated meaning: "Infinite Radius Data" means any data or electronic files which Infinite Radius makes available to Client but Infinite Radius Data shall not include any Client Data. "Infinite Radius Application" means any computer systems and related coding and software and infrastructure providing functionality employed in connection with Infinite Radius' messaging, billing and e-consult web-based application that Infinite Radius. The Infinite Radius Application shall also include any data and electronic files which Infinite Radius employs in connection with the Infinite Radius Application, including the Infinite Radius Data, but shall not include any Client Data. "Client Data" means any data and electronic files which Client creates on or provides to the Infinite Radius Application. Client Data shall not include any portions that consist of, incorporates or is based on the Infinite Radius Data. "Documentation" means all end user manuals, documentation and other related materials that Infinite Radius makes available and which pertains to the use of the Infinite Radius Application. "Fees" means the fees for access, maintenance and support, data storage and service set out on the website associated with the Infinite Radius Application. "Personal Information" means any information about any identifiable individual including, without limitation, any information that may relate to the information of any Personnel. "Personnel" means any employee of Client or any other individual, whether a consultant or independent contractor or any employee of another company that has been engaged by Client in connection with Client's use of the Infinite Radius Application. "Service" means any service provided for the benefit of Client in connection with this Agreement or in connection with the Infinite Radius Application including, without limitation, the maintenance and support services and "Service" also includes the functionality of and the computer processing provided by the Infinite Radius Application. "Supplier" means any licensor, supplier or service provider that: (i) provides any services in connection with the Infinite Radius Application or any Services, (ii) developed or licenses any part of the Infinite Radius Application; or (iii) provided any data or information in connection with the Infinite Radius Data.