Emtelligent Website Terms of Use

Last Updated: 3 October 2023

PLEASE CAREFULLY READ THESE TERMS OF USE BEFORE USING THE EMTELLIGENT® WEBSITE. THESE TERMS OF USE ARE A BINDING CONTRACT THAT GOVERNS USE OF THE EMTELLIGENT® WEBSITE, EXEMPTS EMTELLIGENT AND OTHER PERSONS FROM LIABILITY, SPECIFIES THE JURISDICTION FOR RESOLUTION OF DISPUTES, AND CONTAINS OTHER IMPORTANT PROVISIONS.

EACH TIME YOU ACCESS OR USE THE EMTELLIGENT® WEBSITE, YOU ACKNOWLEDGE AND SIGNIFY THAT YOU HAVE READ, UNDERSTAND, AND AGREE TO THE MOST CURRENT VERSION OF THESE TERMS OF USE. IF YOU DO NOT AGREE WITH THESE TERMS OF USE, THEN YOU MAY NOT ACCESS OR USE THE EMTELLIGENT® WEBSITE.

1. Your Acceptance of these Terms of Use

These Terms of Use are a binding agreement between you and Emtelligent Solutions Ltd. (“Emtelligent”) regarding your access to and use of the Emtelligent® website and all content (including documents and information), products, and services available through the website (collectively the “Website”).

Each time you access or use the Website, you signify your unconditional acceptance and agreement, and the unconditional acceptance and agreement of any person (including any incorporated or unincorporated entity) you purport to represent, to the most current version of these Terms of Use, and you represent and warrant that you have the legal authority to agree to and accept the most current version of these Terms of Use on behalf of yourself and any person you purport to represent. If you do not unconditionally accept and agree to these Terms of Use, then you may not use the Website.

These Terms of Use are in addition to any other agreement that you or any person you purport to represent have with Emtelligent, including any online or written agreement or terms of service governing our access to or use of Emtelligent’s software or services.

2. Permitted Users of the Website

The Website may be used only by individuals (natural persons) who are the age of majority in the jurisdiction in which they reside and are capable of forming a binding contract under applicable law, and are authorized to accept these Terms of Use by each person (including any incorporated or unincorporated entity) they purport to represent (if applicable).

You may not access or use the Website if: you do not agree to these Terms of Use; you have breached these Terms of Use; your permission to use the Website has been suspended or terminated by you or by Emtelligent; you or any person you represent are located in a jurisdiction where access to or use of the Website may be illegal or prohibited; or you are under the age of majority in the jurisdiction in which you reside or if you cannot form legally binding contracts under applicable law.

Emtelligent in its discretion may refuse to grant you permission to use the Website, and may restrict, suspend, or terminate your permission to use the Website, without any notice or liability to you or any other person.

3. Permitted Use of the Website

Subject to these Terms of Use and all applicable laws, you may use the Website for your personal, lawful purposes only and only in the manner purposefully made available by the Website. You may not use the Website for any other purpose or in any other way. You are solely responsible and liable for ensuring that your access to and use of the Website complies with all applicable laws.

The Website is for convenience and informational purposes only. The Website is not intended to be (and should not be construed as) a comprehensive or detailed statement concerning the matters addressed, any kind of professional advice or recommendation (including investment, tax, banking, accounting, financial, legal, medical, or other professional or expert advice or recommendations), or an offer to sell or buy any product or service. You should obtain appropriate advice suitable to your particular circumstances from a qualified professional advisor before acting or omitting to act based on any information provided on or through the Website.

You may download and print documents that are deliberately made available to you through the Website for your personal, lawful use, provided that you do not modify any of the documents and you do not remove or alter any visible or non-visible identification, marks, notices, or disclaimers on the documents.

4. Accounts and Credentials

Access to or use of certain features or functionalities of the Website or certain online services (including the EmtelliPro Trial service) will require that you have a valid account with Emtelligent (an “Account”) and valid and subsisting unique identifiers or other factors registered with or provided by Emtelligent (collectively “Credentials”). Your Account and Credentials are specific to you, and may not be shared with, used by, or transferred to any other person.

The Website may include designated processes you may use to submit an application for an Account. You will ensure that all information you include in an application for an Account is true, accurate, current, and complete. By submitting an application for an Account, you authorize Emtelligent to communicate with you regarding the Application and related Credentials by email or other electronic communications using the addresses and numbers you provide.

Emtelligent in its discretion may grant or refuse to grant you an Account and Credentials.

You will keep Credentials secure and confidential at all times. You will not permit any other person to use your Account or to know or use Credentials. You will immediately notify Emtelligent if you know or suspect that Credentials have become known to or used by any other person, or if you know or suspect that your Account or Credentials have been used by any other person.

You are fully responsible and liable for all use and misuse of your Account and Credentials. Emtelligent is not under any obligation to verify the actual identity or authority of any person using your Account or Credentials. Emtelligent may act on any communication that is given through your Account or by using Credentials.

Emtelligent in its discretion may require proof of the identity of any person seeking to access and use the Website, and may deny access to and use of the Website or parts of it or refuse to accept or act on any communication if Emtelligent is not satisfied with the proof.

Emtelligent in its discretion may: require you to provide documentary proof of your identity before granting you access to the Website or your Account, and may deny access if Emtelligent is not satisfied with the proof; require that you verify or change Credentials from time to time; and restrict, suspend, or terminate your Account and cancel Credentials without any notice or liability to you or any other person.

5. Other Terms

In addition to these Terms of Use, access to or use of certain features or functionalities of the Website or certain materials or services (including the EmtelliPro Trial service) accessible through the Website or using your Account or Credentials are subject to additional agreements, terms and conditions, legal notices, and disclaimers that are on the Website, accessible through links on the Website or otherwise made known to you by Emtelligent, or otherwise accepted by you (collectively the “Other Terms”). If there is any conflict or inconsistency between these Terms of Use and any Other Terms, then the Other Terms will take priority and govern regarding the features, functionalities, materials, or services to which they apply.

6. Your Information and Privacy

The Website collects information that you specifically and knowingly provide, and uses technological measures to collect information about your use of the Website. By using the Website, you consent to the collection, use, disclosure, and retention of your personal information by or on behalf of Emtelligent as explained in Emtelligent’s Privacy Policy (online: https://emtelligent.com/privacy), as revised by Emtelligent from time to time, and as otherwise permitted by applicable law.

You will ensure that all information you provide to Emtelligent, through the Website or otherwise, including account information and transaction-related information, is true, accurate, current, and complete. Emtelligent will rely on the information you provide. You will be solely responsible and liable for all damage, loss and liability (including additional costs) that you, Emtelligent or any other person may incur as a result of your submission of any false, incorrect, or incomplete information or your failure to promptly update your account information and payment information if they change.

7. Ownership

Copyright © 2017 – 2023 Emtelligent. All Rights Reserved. The Website and the technologies and data used to operate the Website and all related proprietary rights (including copyright) are owned solely by Emtelligent and its licensors, and are protected by Canadian and international intellectual property laws. You will not acquire any right, title, or interest in, to or associated with the Website or any related technologies and data.

8. Feedback

If you give to Emtelligent or any of Emtelligent’s personnel any feedback (including ideas or suggestions for enhancements or improvements) about the Website or any of Emtelligent’s products or services, then Emtelligent and its licensors and their respective successors, assigns and licensees may use and commercialize the feedback without providing any compensation to you or any other person, and Emtelligent and its licensors and their respective successors, assigns, and licensees will at all times solely own and retain all rights, title, and interests (including all intellectual property rights) throughout the world in, to and associated with all items and services created, enhanced, or improved using or based on the feedback. You will not include in any feedback any information that is confidential or proprietary to you or any other person.

9. Other Sites

For your convenience, the Website may include links or references to other websites or resources and businesses operated by independent persons (collectively “Other Sites”). Activating a link may cause your browser to leave the Website and connect with the Other Site. Other Sites are independent from Emtelligent and have different terms of use and privacy policies. Emtelligent has no responsibility or liability for or control over Other Sites, their business, goods, services, or content, or their collection of your personal information. Your use of Other Sites and your dealings with the owners or operators of Other Sites are at your own risk.

10. Trademarks

Emtelligent®, emtelliPro®, emtelliSuite™, emtelliSure™, emtelliSearch™, emtelliPro Trial™, the Emtelligent logo, and other related trademarks and symbols are registered or unregistered trademarks, tradenames, and service marks owned or used under license by Emtelligent. Other product, service and business names, and logos appearing on the Website may be registered or unregistered tradenames, trademarks, and service marks of their respective owners. Any use of the tradenames, trademarks, service marks, and logos displayed on the Website is strictly prohibited, and nothing appearing on the Website will be construed as granting any licence or right to use any of those tradenames, trademarks, service marks, or logos.

11. Links to the Website

You may not provide a link to the Website from any other website without Emtelligent’s prior written consent. To request consent, please contact [email protected]. Any consent provided by Emtelligent may be withdrawn at any time effective immediately on notice.

12. Prohibited Activities

You will not: access or use the Website in any manner or for any purpose except as expressly permitted by these Terms of Use; attempt to circumvent the ordinary navigational structure, technical delivery systems, or display of the Website or otherwise attempt to access or use the Website or any part of it by any means that is not deliberately made available to you for that purpose by Emtelligent; access or use the Website in a way that damages, disrupts, compromises, degrades, or interferes with the integrity, functionality, operation, performance, or security of the Website or any related technology system or data; alter, circumvent, destroy, obscure, remove, or violate any notices (including proprietary rights notices), proprietary codes or locks, means of identification, digital rights tools or management information, technological protection measures, security or control measures, or agreements on, in or in relation to the Website or any documents or information obtained through the Website; attempt to test or tamper with the security of the Website or attempt to interfere with the proper working of the Website or any other person’s use of the Website; copy, reproduce, modify, distribute, imitate, publish, republish, translate, repost, publicly display or perform, transmit, distribute, license, sublicense, grant, sell, resell, lend, rent, lease, loan, share, transfer, assign, pledge, create any interest in, commercially exploit, create derivatives of, or otherwise give or make available or permit access or use of the Website to or for the benefit of any other person, whether as a service bureau or otherwise, and with or without charge; index, crawl, catalogue, mirror, frame, scrape, download, store, cache, collect, or mine data from the Website for any purpose whatsoever, whether manually or using any technologies, tools, or methods (including robots, spiders, crawlers, or other automatic devices, programs, or methodologies) whatsoever; or authorize, permit, assist, encourage, or enable any other person to do any of the foregoing or to use the Website in a way that would constitute a breach of these Terms of Use if it were done by you. The foregoing restrictions do not apply if and to the extent they are prohibited by applicable law.

13. No Unsolicited Commercial Electronic Messages

Email addresses and telephone numbers for Emtelligent representatives published on the Website may not be used to send unsolicited commercial electronic messages intended to promote or sell products or services to Emtelligent or any of its representatives. Emtelligent representatives do not wish to receive unsolicited commercial electronic messages at the published addresses.

14. Disclaimers and Liability Exclusion

General: Notwithstanding any other provision of these Terms of Use and to the maximum extent permitted by applicable law, the Website is provided “as is”, “as available”, and “with all faults”, and without any representation, warranty, condition, or guarantee of any nature or kind whatsoever, whether express, implied, or statutory, or arising from custom or trade usage or by any course of dealing or course of performance, including any representation, warranty, condition, or guarantee of or relating to accuracy, availability, completeness, correctness, durability, errors, fitness for a particular purpose, merchantability, non-infringement, performance, quality, results, suitability, timeliness, or title, all of which are hereby disclaimed by Emtelligent to the fullest extent permitted by applicable law. No oral or written information or advice given by or on behalf of Emtelligent will create any legally binding or effective representation, warranty, condition, or guarantee. You and all persons you represent use the Website at your own risk.

Website Content: Without limiting any other disclaimer, the information and content on or available through the Website might not be accurate, current, or complete, and errors or inaccuracies might not be corrected.

Other Sites: Without limiting any other disclaimer, you are solely responsible for the selection of Other Sites to achieve your intended results, and you access and use Other Sites at your own risk. Emtelligent does not make or give any representation, warranty, condition, or guarantee of any nature or kind whatsoever (whether express, implied, or statutory, or arising from custom or trade usage or by any course of dealing or course of performance) regarding any Other Site. Emtelligent does not control, and is not responsible or liable for, any Other Site.

Employment Applications: Without limiting any other disclaimer, Emtelligent is not obligated to acknowledge, consider, or respond to any application for employment submitted through the Website or by email to any Emtelligent representative. Any offer of employment by Emtelligent to an applicant will be subject to the applicant’s acceptance of a written employment agreement prescribed by Emtelligent.

Technology/Services: Without limiting any other disclaimer, you are solely responsible for obtaining, provisioning, configuring, maintaining, paying for, and protecting from loss and damage, all equipment, software and services (and all data contained therein) necessary for your use of the Website.

No Liability: Notwithstanding any other provision of these Terms of Use and to the maximum extent permitted by applicable law, in no event and under no circumstances will Emtelligent Group be liable to you or any other person for any damage, loss, or liability of any nature or kind whatsoever (including direct, indirect, incidental, consequential, special, punitive, and exemplary damage or loss) under any theory (including contract, tort, strict liability, and statute) arising from, connected with, or relating to the Website, regardless of any negligence or other fault or wrongdoing (including fundamental breach or gross negligence) by Emtelligent Group or any person for whom Emtelligent is responsible, even if other remedies are not available or do not adequately compensate for the damage, loss, or liability, even if Emtelligent Group or any other person knows or ought to have known of the possibility of the damage, loss, or liability being incurred, and regardless of whether or not the damage, loss, or liability was foreseeable.

Clarification: The laws in some jurisdictions prohibit or limit the disclaimer of certain warranties and conditions or the exclusion or limitation of certain liabilities, and so the foregoing disclaimers and liability exclusions and limitations might not apply to you.

Definition: In these Terms of Use, “Emtelligent Group” means Emtelligent and its related corporate entities and each of their respective directors, officers, employees, contractors, agents, distributors, licensors, service providers, and suppliers.

Indemnity

You will indemnify and hold harmless Emtelligent Group from and against any and all damages, losses, costs, expenses, claims, complaints, demands, actions, suits, proceedings, liabilities and obligations (including damages, expenses, and costs), settlement payments, and attorney’s fees and expenses, arising from, connected with, or relating to your negligence, misconduct, or breach of these Terms of Use or your use of the Website.

Restrictions/Changes/Termination

The Website contains technologies that restrict or limit the use of the Website. The Website may be interrupted or unavailable from time to time, including for maintenance or due to causes beyond Emtelligent’s control, all without any notice or liability to you or any other person.

Notwithstanding any other provision of these Terms of Use, Emtelligent in its discretion and for its convenience may change, suspend, or terminate the Website, or limit, suspend, or terminate your Account and your permission to access and use the Website, at any time and from time to time effective immediately and without any notice or liability to you or any other person.

These Terms of Use as they apply to you are effective unless and until terminated. You may terminate these Terms of Use by permanently ceasing to use your Account and the Website and giving written notice of termination to Emtelligent. Emtelligent may terminate these Terms of Use at any time either by giving a notice of termination to you or by terminating your Account.

Governing Law and Disputes

Unless applicable law expressly provides otherwise, these Terms of Use, your use of the Website, and all related matters are governed by, and construed and interpreted solely in accordance with, the laws of the Province of British Columbia, Canada, and applicable federal laws of Canada, excluding any rules of private international law or the conflict of laws that would lead to the application of any other laws and excluding any laws that implement the United Nations Convention on Contracts for the International Sale of Goods.

Unless applicable law expressly provides otherwise, any dispute between Emtelligent and you or any other person arising from, connected with, or relating to the Website, these Terms of Use or any related matter will be resolved before the courts of the Province of British Columbia sitting in the City of Vancouver and applicable courts of appeal, and you and all persons you represent hereby irrevocably submit and attorn to the original and exclusive jurisdiction of those courts in respect of any dispute or matter. Notwithstanding the foregoing, Emtelligent may commence legal proceedings against you and all persons you represent in the courts of any jurisdiction seeking injunctive relief (or similar urgent legal remedies) to enforce these Terms of Use or to protect Emtelligent’s rights and interests or to enforce any judgment against you.

Changes to these Terms of Use

Emtelligent in its discretion may change these Terms of Use at any time and from time to time, without any prior notice, by posting the changed Terms of Use on the Website. The changed Terms of Use will be effective immediately on posting unless the changed Terms of Use expressly state otherwise. You will regularly check the “==Last Updated==” date at the top of these Terms of Use and review all changes to these Terms of Use. By using the Website after these Terms of Use have been changed by Emtelligent, you signify your unconditional acceptance and agreement, and the unconditional acceptance and agreement of any person you purport to represent, to the changed Terms of Use. You may not change or supplement these Terms of Use in any manner.

Other Matters

Surviving Obligations/Liabilities and Sections: The obligations and liabilities you incur prior to termination of these Terms of Use will survive termination of these Terms of Use. In addition, each of sections 6, 7, 8, 10, 11, 12, 13, 14, 15, 17, and 19 of these Terms of Use will survive, and continue to apply and be binding on you and Emtelligent (as applicable), after termination of these Terms of Use.

Miscellaneous: No consent or waiver by Emtelligent to or of any breach of these Terms of Use by you will be effective unless in writing and signed by Emtelligent or will be deemed or construed to be a consent to or waiver of a continuing breach or any other breach by you. Except as expressly set forth in these Terms of Use, Emtelligent’s rights and remedies under these Terms of Use are cumulative and not exhaustive or exclusive of any other rights or remedies to which Emtelligent may be lawfully entitled under these Terms of Use or at law, and Emtelligent will be entitled to pursue any and all of its rights and remedies concurrently, consecutively, and alternatively. All rights not expressly granted by these Terms of Use are reserved by Emtelligent. These Terms of Use are binding on you and all persons you represent and each of your respective heirs, executors, administrators, personal representatives, successors, and permitted assigns. If any provision of these Terms of Use is held by a court or arbitrator of competent jurisdiction to be invalid or unenforceable for any reason, then the provision will be deemed severed from these Terms of Use and the remaining provisions will continue in full force and effect without being impaired or invalidated in any way, unless as a result of the severance these Terms of Use would fail in its essential purpose. You will not assign, transfer, delegate, license, sub-license, or grant these Terms of Use or your rights, duties, and obligations under these Terms of Use without Emtelligent’s express prior written consent, which consent may be withheld in Emtelligent’s discretion. Emtelligent may, without your consent, assign these Terms of Use or any of Emtelligent’s rights, duties, or obligations under these Terms of Use.

Complete Agreement: These Terms of Use, as changed by Emtelligent pursuant to section 18 from time to time, together with all applicable Other Terms constitute the entire agreement between Emtelligent and you and all persons you represent regarding your use of the Website and related matters, and supersede all previous agreements between Emtelligent and you and all persons you represent regarding your use of the Website.

Language: You and Emtelligent have each expressly requested and required that these Terms of Use and the Other Terms be drawn up in the English language. Les parties conviennent et exigent expressément que ce Contrat et tous les documents qui s’y rapportent soient rédigés en anglais.

Interpretation: In these Terms of Use: “Terms of Use” refers to these Emtelligent Website Terms of Use as a whole, and not just to the particular provision in which those words appear; headings are for reference only; words importing the singular number only include the plural, and vice versa; “discretion” means a person’s sole, absolute, and unfettered discretion; “including” or “includes” means including or includes (as applicable) without limitation or restriction; “law” includes common law, equity, statutes, and regulations; and “person” includes an individual (natural person), corporation, partnership, unincorporated organization, and any other legal entity.

If you have any questions or comments regarding these Terms of Use, please contact Emtelligent by email to [email protected].

IF YOU DO NOT ACCEPT AND AGREE TO THESE TERMS OF USE, YOU MAY NOT USE THE WEBSITE.

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Terms of Use for EmtelliPro® Trial

Version No. 02.15.24

PLEASE CAREFULLY READ THESE TERMS OF USE (THESE “TERMS”) BEFORE ACCESSING OR USING EMTELLIPRO™ TRIAL, WHICH IS AN ONLINE SERVICE OPERATED BY EMTELLIGENT SOLUTIONS LTD. DESIGNED TO ALLOW POTENTIAL CUSTOMERS TO EVALUATE THE PROPRIETARY EMTELLIPRO™ MEDICAL REPORTS PROCESSING ENGINE. THESE TERMS ARE A BINDING CONTRACT THAT GOVERNS USE OF EMTELLIPRO TRIAL AND RELATED ITEMS AND DATA, EXEMPTS EMTELLIGENT SOLUTIONS LTD. AND OTHER PERSONS FROM LIABILITY OR LIMITS THEIR LIABILITY, SPECIFIES THE JURISDICTION FOR RESOLUTION OF DISPUTES, AND CONTAINS OTHER IMPORTANT PROVISIONS.

EACH TIME YOU ACCESS OR USE EMTELLIPRO™ TRIAL, YOU ACKNOWLEDGE AND SIGNIFY THAT YOU HAVE READ, UNDERSTAND, AND AGREE TO THESE TERMS WITHOUT LIMITATION OR QUALIFICATION. IF YOU DO NOT ACCEPT AND AGREE TO THESE TERMS, THEN YOU MAY NOT ACCESS OR USE EMTELLIPRO TRIAL. UNAUTHORIZED ACCESS TO OR USE OF EMTELLIPRO TRIAL IS STRICTLY PROHIBITED.

  1. Introduction
    1. EmtelliPro® Trial: Emtelligent Solutions Ltd. (“Emtelligent”) makes available, through commercial online solutions and licensed commercial software, the proprietary EmtelliPro™ medical reports processing engine, which is designed to turn volumes of unstructured patient data into searchable structured data. Emtelligent makes available an online service, sample non-personal electronic records and data, and documentation (collectively “EmtelliPro Trial”) for limited use by or on behalf of potential customers of the EmtelliPro™ engine for their internal, confidential evaluation purposes.
    2. Authorization:  You may not access or use EmtelliPro Trial unless you have a valid account with Emtelligent (an “Account”) and Emtelligent has approved or provided you with valid and subsisting unique identifiers or other factors (collectively “Credentials”) for use to access EmtelliPro Trial on your own behalf and on behalf of any potential customer you represent (“Company”). In the remaining provisions of these Terms, “User” means you, “Party” means each of Emtelligent, Company, and User (as applicable), and “Parties” means collectively Emtelligent, Company, and User.
    3. Acceptance of these Terms: By checking a box or clicking to agree to these Terms, and each time User logs into or uses EmtelliPro Trial, User confirms User’s acceptance of these Terms on User’s own behalf and on behalf of Company, and represents and warrants that User has the full legal authority of Company to accept and agree to these Terms on behalf of Company. If Company does not unconditionally accept and agree to these Terms, or if User does not have the authority to unconditionally accept and agree to these Terms on behalf of Company, then User may not access or use EmtelliPro Trial on behalf of Company.
    4. Other Agreements: These Terms are in addition to the Emtelligent Website Terms of Use (available at https://emtelligent.com/termsofuse), which governs Accounts and Credentials, and any other agreement that User or Company have with Emtelligent (collectively the “Other Agreements”). If there is any conflict or inconsistency between these Terms and any Other Agreement, then these Terms will take priority and govern regarding EmtelliPro Trial and the Other Agreement will take priority and govern regarding the subject matter of the Other Agreement.
    5. Definitions:  In these Terms: (a) “Documentation” means user manuals and other technical documentation that are part of EmtelliPro Trial or otherwise provided or made available by Emtelligent to User or Company pursuant to these Terms; (b) “Emtelligent Materials” means EmtelliPro Trial, Sample Data, Documentation, and Services; (c) “Evaluation” means the private, confidential, internal evaluation by User and Company of the EmtelliPro™ medical reports processing engine and related proprietary software for use by User or Company; (d) “Raw Data” means electronic records and data (including unstructured medical reports and related meta data) uploaded by User or Company to EmtelliPro Trial; (e) “Sample Data” means electronic records and data (including unstructured medical reports and structured data generated from the unstructured reports) that are made available by Emtelligent to User or Company as part of EmtelliPro Trial; (f) “Services” means all services, excluding EmtelliPro Trial, provided by Emtelligent to or for the benefit of User or Company pursuant to these Terms; and (g) “Structured Data” means structured data generated from Raw Data by EmtelliPro Trial using the EmtelliPro™ medical reports processing engine invoked by User or Company.
  2. Use of EmtelliPro Trial
    1. Evaluation Use Only:  Subject to the provisions of these Terms (including section (a)), User and Company may access and use EmtelliPro Trial and other Emtelligent Materials during the term of these Terms for the sole purpose of the Evaluation. User’s and Company’s permission to access and use EmtelliPro Trial and other Emtelligent Materials is non-exclusive, non-sublicensable, non-transferable, non-assignable, revocable, restricted, and limited as set out in these Terms.
    2. Restrictions/Requirements – General:  User and Company will not, directly or indirectly: (a) access, use, disclose, distribute, make available, or provide or permit access to or use of any Emtelligent Materials or Structured Data in any manner, by any means, or for any purpose that is not expressly permitted by these Terms; (b) attempt to circumvent the ordinary navigational structure, technical delivery systems, or display of EmtelliPro Trial or otherwise attempt to access or use any Emtelligent Materials or Structured Data by any means that is not deliberately made available to User for that purpose by Emtelligent; (c) access or use any Emtelligent Materials or Structured Data in a way that damages, disrupts, compromises, degrades, or interferes with the integrity, functionality, operation, performance, or security of any Emtelligent Materials or any other system, network, device, or data; (d) copy, reproduce, translate, modify, enhance, or create derivative works (including software) from, any Emtelligent Materials or Structured Data, or merge, embed, or combine any Emtelligent Materials or Structured Data with any other software, materials, or data; (e) reverse engineer, disassemble, decompile, convert into human-readable form, or otherwise attempt to access or derive the source code of any software or other technology used to operate or perform any Emtelligent Materials or Structured Data or the underlying logic, methods, or processes used in any Emtelligent Materials or in the creation of any Sample Data or Structured Data; (f) make any changes, modifications, additions, or improvements to any Emtelligent Materials or Structured Data; (g) license, sublicense, grant, sell, resell, lend, rent, lease, loan, share, transfer, assign, pledge, publish, transmit, publicly display or perform, distribute, create any interest in, or otherwise give or make available, or permit the use of, any Emtelligent Materials or Structured Data by any other person; (h) use any Emtelligent Materials or Structured Data for the benefit of any other person, whether as a service bureau or otherwise, and with or without charge; (i) alter, attempt to circumvent, destroy, obscure, or remove any notices (including trademark and copyright notices), proprietary codes or locks, means of identification, technological protection measures, digital rights management tools or rights management information, security or control measures, or agreements on, in or in relation to any Emtelligent Materials or Structured Data; (j) access or use Emtelligent Materials or Structured Data to: (i) compete with Emtelligent, including to create, improve, advertise, market, or promote a product or service that is competitive with EmtelliPro Trial or any other product or service offered by Emtelligent, or a product or service with similar ideas, features, or functionalities; or (ii) evaluate or assess EmtelliPro Trial for any benchmarking or comparative purpose; or (k) permit, assist, or encourage any other person to do any of the foregoing in this section 1)a)i)(1)(a) or use or disclose any Emtelligent Materials or Structured Data in a way that would constitute a breach of these Terms if done by User or Company. A restriction set out in this section 1)a)i)(1)(a) does not apply if and to the extent the restriction is prohibited by applicable law.
    3. Restrictions/Requirements – Evaluation:  Without limiting sections 2.1, 1)a)i)(1)(a), and 1)a)i)(1)(a) or any other provision of these Terms:
      • Data:  User and Company will access and use Sample Data and Structured Data only if and to the extent required for the Evaluation and for the sole purpose of the Evaluation. User and Company will not disclose Sample Data or Structured Data to any other person. After User and Company complete the Evaluation, User and Company will promptly, securely, permanently delete and destroy all copies of Sample Data and Structured Data in their possession or control.
      • Confidentiality:  User and Company will ensure that the Evaluation and the results of the Evaluation are and remain confidential to the Parties. User and Company will not disclose the results of the Evaluation to any person other than Emtelligent. On request by Emtelligent, each of User and Company will promptly deliver to Emtelligent a written document, signed by User and one of Company’s senior representatives, confirming that User and Company have complied with this section 2.3.
    4. Credentials:  Credentials are specific to User, and may not be shared with or transferred to any other person. User will: (a) keep Credentials secure and confidential at all times; (b) not permit any other person (including any of Company’s other personnel) to know or use Credentials; and (c) immediately notify Emtelligent if User knows or suspects that Credentials have become known to or used by any other person. Each of User and Company are fully responsible and liable for the security of Credentials and all use and misuse of Credentials. Emtelligent in its discretion may require User to verify or change Credentials from time to time. Emtelligent is not required to verify the actual identity of any person using Credentials.
    5. Monitoring Use:  EmtelliPro Trial may monitor and record information about User’s access to and use of EmtelliPro Trial, and Emtelligent may use and disclose that information for system administration and security purposes, to enforce these Terms, to improve Emtelligent Materials, and as otherwise permitted by applicable law, and may disclose or make that information available to Company. User and Company hereby consent to the collection, use, disclosure, and retention of information regarding User and User’s use of EmtelliPro Trial as set out in this section 2.5 and as otherwise permitted by applicable law.
    6. Disqualification/Suspension:  User and Company may not access or use Emtelligent Materials or Structured Data if User or Company do not accept and agree to these Terms, if User or Company have breached these Terms, or if User’s permission to use Emtelligent Materials, Raw Data, or Structured Data has been suspended or terminated by Emtelligent or Company. Emtelligent in its discretion may refuse to grant User permission to access and use Emtelligent Materials, and may restrict, suspend, or terminate User’s permission to access and use Emtelligent Materials, without any notice or liability to User or Company.
    7. Notification:  User and Company will promptly notify Emtelligent if User or Company become aware of, or reasonably suspect, any unauthorized access to or use of any Emtelligent Materials or Structured Data.
  3. Data and Data Interfaces
    1. Raw Data and Structured Data
      • General:  Notwithstanding any other provision of these Terms, User and Company will ensure that Raw Data is either synthetic data or fully anonymized data that does not constitute or contain any information about an identifiable individual or that may be used, alone or in combination with any other information, to identify an individual (including personal information, personal data, personally identifiable information, protected health information, or medical information) or any other regulated information or data.
      • Permissions:  User and Company are solely responsible and liable for: (i) obtaining from all relevant persons, in compliance with all applicable laws, all rights, licenses, consents, approvals, agreements, and other permissions required for each Party to lawfully perform the Party’s obligations and exercise the Party’s rights under these Terms in respect of Raw Data and Structured Data (collectively “Permissions”); and (ii) retaining accurate, complete and admissible evidence of all Permissions.
      • Restrictions/Requirements:  User and Company will (i) comply with the restrictions specified in EmtelliPro Trial and the Documentation regarding the kinds and amounts of Raw Data and Structured Data that may be processed and generated by User and Company using EmtelliPro Trial, and (ii) ensure that all Raw Data complies with applicable technical requirements set out or referenced in the Documentation.
      • Uploading:  User and Company will upload Raw Data to EmtelliPro Trial: (i) using applicable data interfaces specifically made available for that purpose by Emtelligent; and (ii) subject to the applicable limits and restrictions (including limits and restrictions regarding time of uploading, frequency of uploading, and amount of Raw Data uploaded) specified by Emtelligent from time to time.
      • Downloading: User and Company will download Structured Data from EmtelliPro Trial: (i) using applicable data interfaces specifically made available for that purpose by Emtelligent; and (ii) subject to the applicable limits and restrictions (including limits and restrictions regarding time of downloading, frequency of downloading, and amount of Structured Data downloaded) specified by Emtelligent from time to time.
      • Calculation:  For the purpose of calculating the amount of Raw Data or Structured Data processed or generated using EmtelliPro Trial: (i) “Document” means one (1) single electronic record containing a maximum of 25 Kilobytes of data in text format; and (ii) an electronic record that contains more than 25 Kilobytes of data in text format will be considered to be multiple Documents (each containing no more than 25 Kilobytes of data).
    2. Server Locations:  Emtelligent will process and store (temporarily) Raw Data and Structured Data on servers located in the United States of America.
    3. No Data Storage in EmtelliPro Trial
      • General:  User and Company acknowledge that EmtelliPro Trial is not designed to be used by User and Company to store Raw Data or Structured Data. User and Company will create and securely retain in User’s and Company’s own information technology systems full and complete copies of all Raw Data and all Structured Data. User and Company will download Structured Data from EmtelliPro Trial within twenty-four (24) hours after the Structured Data is generated using EmtelliPro Trial.
      • Deletion from EmtelliPro Trial:  Subject to the provisions of these Terms, Emtelligent will: (i) delete Raw Data from EmtelliPro Trial promptly after the Raw Data has been processed into Structured Data; and (ii) delete Structured Data from EmtelliPro Trial promptly after it has been downloaded from EmtelliPro Trial by User or Company and in any event no later than twenty-four (24) hours after the Structured Data has been generated using EmtelliPro Trial.
    4. Data Interfaces
      • General:  Emtelligent will make available one or more data interfaces (each a “Data Interface”) for use by User and Company to exchange Raw Data and Structured Data between EmtelliPro Trial and User’s and Company’s information technology systems to permit the use of EmtelliPro Trial by User and Company in accordance with these Terms. User and Company will use each Data Interface in accordance with these Terms and the applicable Documentation.
      • Keys:  Use of a Data Interface will require the use of one or more valid and subsisting unique keys, codes, tokens, credentials, or other factors issued or approved by Emtelligent (each a “Key”). Each Key is specific to User and Company and may be used only by User and Company. If a Key is designated for use by one or more specific individuals (whether identified by name, role, or operational area) on behalf of User or Company, then User and Company will ensure that the Key is used only by the appropriate individuals. User and Company will ensure that each Key remains secure and confidential at all times, and is not disclosed to or shared with any unauthorized person. User and Company will immediately notify Emtelligent if User or Company knows or suspects that the security or confidentiality of a Key has been compromised. Each of User and Company are fully responsible and liable for the security of each Key and all use and misuse of each Key. Emtelligent in its discretion may at any time disable any Key and require User and Company to use a replacement Key.
  4. Other Matters
    1. Services:  Emtelligent is not obligated to perform or provide any services (including technical support or consulting services) to User or Company, but Emtelligent in its discretion may do so. Emtelligent’s consulting services relating to EmtelliPro Trial may be provided pursuant to, and governed by, a separate written consulting services agreement signed by or on behalf of Emtelligent and Company.
    2. Technical Requirements:  Except as expressly set out in these Terms, User and Company are solely responsible and liable for obtaining, provisioning, configuring, maintaining, paying for, and protecting from loss and damage, all equipment (including servers, personal computers, and other devices), software, services, and data necessary for the use of Emtelligent Materials, Raw Data, and Structured Data by or on behalf of User and Company in accordance with these Terms. User and Company will ensure that all use of third-party software by or on behalf of User and Company complies with all applicable license agreements and other terms and conditions. User and Company will use commercially reasonable efforts consistent with generally accepted industry practices to prevent the transmission of viruses and other harmful components from an information technology system used by or on behalf User or Company to EmtelliPro Trial.
    3. Changes:  Emtelligent in its discretion may change from time to time the availability, functionality, operation, performance, and results of Emtelligent Materials without any notice or liability to User or Company.
    4. Information:  On reasonable request by Emtelligent, User and Company will provide Emtelligent with accurate and complete information regarding their use of Emtelligent Materials and Structured Data.
    5. Company Personnel:  Company is fully responsible and liable for all acts, omissions, and liabilities by or on behalf of each of Company’s employees and other personnel and representatives (including User) and their access to and use of Emtelligent Materials, Raw Data, and Structured Data. Company will ensure that User fully complies with these Terms.
    6. Legal Compliance:  User and Company will comply, and ensure that all use by or on behalf of User and Company of Emtelligent Materials, Raw Data, and Structured Data complies, with all applicable laws, including all laws relating to privacy, personal information, personal data, personally identifiable information, protected health information, medical information, and other regulated information, and all applicable restrictions and requirements regarding the export and transmission of technical data and other regulated materials. User and Company represent and warrant that User and Company are not located in any sanctioned or embargoed country or any country that has been designated by the Canadian or U.S. government or the United Nations as a “terrorist supporting” country, and are not listed on any Canadian or U.S. government or United Nations list of prohibited, restricted, or sanctioned persons, and that the possession or use of Emtelligent Materials, Raw Data, and Structured Data by or on behalf of Company or User is not prohibited by any applicable law.
    7. Indemnity:  On request by Emtelligent, Company will defend, indemnify, and hold harmless Emtelligent and its affiliates, licensors, and suppliers, and their respective directors, officers, employees, contractors, agents, shareholders, distributors, and representatives (collectively the “Emtelligent Indemnified Persons”) from and against any and all claims, complaints, demands, investigations, actions, suits, and proceedings by any person (each a “Third-Party Claim/Proceeding”) and all resulting liabilities and obligations (including damages, administrative monetary penalties, financial sanctions, settlement payments, expenses, and costs, including lawyer’s fees) if and to the extent arising from, connected with, or relating to any of the following: (a) the use by or on behalf of User or Company of Emtelligent Materials, Raw Data, or Structured Data; and (b) any negligence, misconduct or breach of these Terms by or on behalf of Company or any other person (including User) for whom Company is responsible under these Terms or at law; except the foregoing does not apply to any Third-Party Claim/Proceeding if and to the extent based on an allegation that the use of Emtelligent Materials in accordance with these Terms infringes the intellectual property rights of any person. Company will not enter into any settlement or other agreement on behalf of any Emtelligent Indemnified Person, or which affects the rights or interests of any Emtelligent Indemnified Person, without Emtelligent’s express prior written consent. Each Emtelligent Indemnified Person retains the right to participate (with counsel of their own selection at their sole cost and expense) in the defense of and settlement negotiations relating to any Third-Party Claim/Proceeding.
    8. Confidentiality:  Emtelligent Materials and all non-public information about Emtelligent Materials (collectively the “Confidential Information”) are the trade secrets and confidential, proprietary information of Emtelligent and are owned solely by Emtelligent and its licensors. User and Company will use the Confidential Information for the sole purposes of the use of Emtelligent Materials and Structured Data in accordance with these Terms. Both during and after the term of these Terms, User and Company will: (a) maintain the confidentiality of the Confidential Information using the same degree of care as User or Company affords to their own confidential information of a similar nature that they desire not to be accessed, used, disclosed, or disseminated, and in no event less than reasonable care, to prevent unauthorized access to or use or disclosure of the Confidential Information; (b) not disclose or make the Confidential Information available to any other person in any manner or form without Emtelligent’s express prior written consent in each instance, except for bona fide disclosures required by applicable law after reasonable prior notice to Emtelligent; and (c) ensure that each of Company’s personnel and any other person to whom the User or Company discloses the Confidential Information complies with the restrictions and requirements set out in this section (a). This section (a) is in addition to and supplements any separate written confidentiality or non-disclosure agreement between Emtelligent and Company.
  5. Proprietary Rights
    1. Raw Data and Structured Data
      • Ownership:  As between Emtelligent (on the one hand) and User and Company (on the other hand), User and Company will at all times solely own and retain all rights, title, and interests (including all intellectual property rights) throughout the world in, to, and associated with all Raw Data and Structured Data. For greater certainty, and notwithstanding the foregoing in this section 5.1, User and Company will use Structured Data for the sole purpose of the Evaluation and in accordance with the restrictions and requirements set out in these Terms.
      • Emtelligent Use of Data:  User and Company hereby grant, and agree to grant, to Emtelligent a non- exclusive, royalty-free, world-wide, right and license during the term of these Terms to use (including access, alter, change, collect, convert, copy, delete, display, edit, enhance, modify, reformat, reproduce, process, store, translate, and transmit) Raw Data and Structured Data for the sole purposes of performing Emtelligent’s obligations (including operating EmtelliPro Trial and providing Services) and exercising Emtelligent’s rights under these Terms.
    2. Emtelligent Materials:  As between Emtelligent (on the one hand) and User and Company (on the other hand), Emtelligent and its licensors will at all times solely own and retain all rights, title, and interests (including intellectual property rights) throughout the world in, to, and associated with all Emtelligent Materials. Emtelligent Materials are licensed, not sold, to User or Company. User and Company will not acquire any right, title, or interest (including any intellectual property right) in, to, or associated with any Emtelligent Materials pursuant to these Terms or otherwise. Notwithstanding any other provision of these Terms, and for greater certainty, under no circumstances will Emtelligent be obligated to provide, nor will User or Company be entitled to obtain, receive, access, or use any of the software or other technologies used by or on behalf of Emtelligent to create or operate any Emtelligent Materials.
    3. Feedback:  If Company, User, or any of Company’s other personnel give to Emtelligent or any of Emtelligent’s personnel any feedback (including ideas or suggestions for enhancements or improvements) about any Emtelligent Materials, then Emtelligent and its licensors and their respective successors, assigns, and licensees may use and commercialize the feedback without providing any compensation to Company, User, or any other person, and Emtelligent and its licensors and their respective successors, assigns, and licensees will at all times solely own and retain all rights, title, and interests (including all intellectual property rights) throughout the world in, to, and associated with all items and services created, enhanced, or improved using or based on the feedback. Company, User, and Company’s other personnel will not include in any feedback any information that is confidential or proprietary to User, Company, or any other person.
    4. Trademarks:  emtelligent™, emtelliPro™, emtelliSuite™, emtelliSure™, emtelliSearch™, emtelliPro Trial™, the Emtelligent logo, and other related trademarks and symbols are registered or unregistered trademarks, tradenames, and service marks owned or used under license by Emtelligent. Other product, service, and business names, and logos on Emtelligent Materials may be registered or unregistered tradenames, trademarks, and service marks of their respective owners. Any use of the tradenames, trademarks, service marks, and logos on Emtelligent Materials is strictly prohibited, and nothing in these Terms or done pursuant to these Terms will be construed as granting any licence or right to use any of those tradenames, trademarks, service marks, or logos.
    5. Reservation:  All rights not expressly granted by a Party under these Terms are reserved to the Party.
  6. Warranties, Disclaimers, and Liability Exclusion
    1. Sample Data:  Emtelligent represents and warrants that Sample Data is either synthetic data or fully anonymized or de-personalized data that does not identify an individual.
    2. No Medical Device or Advice:  EMTELLIGENT MATERIALS ARE NOT A MEDICAL DEVICE, AND EMTELLIGENT MATERIALS AND STRUCTURED DATA DO NOT CONSTITUTE OR INCLUDE ANY KIND OF MEDICAL ADVICE.
    3. General Disclaimer:  THE REPRESENTATIONS AND WARRANTIES EXPRESSLY SET OUT IN THESE TERMS ARE IN LIEU OF, AND REPLACE, ALL OTHER REPRESENTATIONS, WARRANTIES, AND CONDITIONS IMPLIED BY LAW. EXCEPT AS EXPRESSLY SET OUT IN THESE TERMS, AND TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, EMTELLIGENT MATERIALS AND STRUCTURED DATA ARE PROVIDED “AS IS”, “AS AVAILABLE”, AND “WITH ALL FAULTS”, AND WITHOUT ANY REPRESENTATION, WARRANTY, CONDITION, OR GUARANTEE OF ANY NATURE OR KIND WHATSOEVER, WHETHER EXPRESS, IMPLIED, OR STATUTORY, OR ARISING FROM CUSTOM OR TRADE USAGE OR BY ANY COURSE OF DEALING OR COURSE OF PERFORMANCE, INCLUDING ANY REPRESENTATION, WARRANTY, CONDITION, OR GUARANTEE OF OR RELATING TO ACCURACY, AVAILABILITY, COMPLETENESS, CORRECTNESS, DURABILITY, ERRORS, FITNESS FOR A PARTICULAR PURPOSE, MERCHANTABILITY, NON-INFRINGEMENT, PERFORMANCE, QUALITY, RESULTS, SUITABILITY, TIMELINESS, OR TITLE, ALL OF WHICH ARE HEREBY DISCLAIMED BY EMTELLIGENT TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW. EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES EXPRESSLY SET OUT IN THESE TERMS, NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY OR ON BEHALF OF EMTELLIGENT WILL CREATE ANY LEGALLY BINDING OR EFFECTIVE REPRESENTATION, WARRANTY, CONDITION, OR GUARANTEE.
    4. Third-Party Software/Materials:  EMTELLIGENT IS NOT RESPONSIBLE OR LIABLE FOR ANY THIRD-PARTY SOFTWARE OR OTHER MATERIALS ACCESSED OR USED BY OR ON BEHALF OF USER OR COMPANY IN CONNECTION WITH EMTELLIGENT MATERIALS OR STRUCTURED DATA OR FOR ANY RESULTING DAMAGE, LOSS, OR LIABILITY.
    5. No Liability:  NOTWITHSTANDING ANY OTHER PROVISION OF THESE TERMS AND TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT AND UNDER NO CIRCUMSTANCES WILL EMTELLIGENT OR ANY OF ITS LICENSORS OR ANY OF THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, AND OTHER PERSONNEL BE LIABLE TO USER OR COMPANY OR ANY OTHER PERSON FOR ANY DAMAGE, LOSS, OR LIABILITY OF ANY NATURE OR KIND WHATSOEVER (INCLUDING DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, PUNITIVE, AND EXEMPLARY DAMAGE OR LOSS) UNDER ANY THEORY (INCLUDING CONTRACT, TORT, STRICT LIABILITY, AND STATUTE) ARISING FROM, CONNECTED WITH, OR RELATING TO THESE TERMS OR THE SUBJECT MATTER OF THESE TERMS (INCLUDING EMTELLIGENT MATERIALS AND STRUCTURED DATA), REGARDLESS OF ANY NEGLIGENCE OR OTHER FAULT OR WRONGDOING (INCLUDING FUNDAMENTAL BREACH OR GROSS NEGLIGENCE) BY EMTELLIGENT OR ANY PERSON FOR WHOM EMTELLIGENT IS RESPONSIBLE, EVEN IF OTHER REMEDIES ARE NOT AVAILABLE OR DO NOT ADEQUATELY COMPENSATE FOR THE DAMAGE, LOSS, OR LIABILITY, EVEN IF EMTELLIGENT OR ANY OTHER PERSON KNOWS OR OUGHT TO HAVE KNOWN OF THE POSSIBILITY OF THE DAMAGE, LOSS, OR LIABILITY BEING INCURRED, AND REGARDLESS OF WHETHER OR NOT THE DAMAGE, LOSS, OR LIABILITY WAS FORESEEABLE.
    6. Risk Allocation:  THE ALLOCATION OF RISK SET OUT IN THESE TERMS IS AN ESSENTIAL PART OF THE BARGAIN AMONG THE PARTIES AND AN INDUCEMENT TO THE PARTIES TO ENTER INTO THESE TERMS.
  7. Term and Termination
    1. Term:  The term of these Terms will commence when these Terms are first accepted by or on behalf of User or Company (as set out in section 1.3) and will continue for the lesser of: (a) three hundred and sixty- five (365) days; or (b) an alternative period expressly specified in writing (which may be an email) by Emtelligent, unless these Terms are terminated earlier in accordance with these Terms. For greater certainty, Emtelligent may expressly agree in writing to extend the term of these Terms.
    2. Termination:  Each of User and Company in their discretion and for their sole convenience may terminate these Terms effective immediately on notice of termination to Emtelligent. Emtelligent in its discretion and for its sole convenience may terminate these Terms effective immediately on notice of termination to either of User or Company.
    3. Consequences of Termination/Expiration:  On expiration or termination of these Terms: (a) User and Company will immediately cease accessing and using Emtelligent Materials; (b) Emtelligent will no longer be obligated to perform or provide, and User and Company will no longer be entitled to receive, any Services; (c) each Party will comply with all of the Party’s obligations set out in these Terms arising on expiration or termination of these Terms; (d) unless the Parties expressly agree in writing otherwise, User and Company will promptly permanently and securely delete and destroy all copies of Emtelligent Materials, and all paper and electronic documents and other records of Confidential Information, in their respective possession or control; (e) each Party will remain fully responsible and liable for all of the Party’s obligations and liabilities arising before the expiration or termination of these Terms; and (f) on request by Emtelligent, User and Company will promptly deliver to Emtelligent a written document, signed by User and one of Company’s senior representatives, confirming that User and Company have complied with this section (a). For greater certainty, on expiration or termination of these Terms User and Company may retain Structured Data generated in accordance with these Terms that User and Company previously downloaded from EmtelliPro Trial for use by User and Company for the sole purpose of the Evaluation in accordance with the restrictions and requirements set out in these Terms (including section 2.3).
    4. Survival:  Notwithstanding any other provision of these Terms, each of sections 1)a)i)(1)(a), 2.3, 2.5, 2.7, 1)a)i)(1)(c)(i), 1)a)i)(1)(c)(i), 3.3, 4.4, 4.5, (a), (a), 5, 6, (a), 7.4, and 8, and all other provisions necessary to the interpretation or enforcement of those sections, will survive the expiration or termination of these Terms and will remain in full force and effect and be binding on the Parties as applicable.
  8. General
    1. Miscellaneous:  Emtelligent (on the one hand) and User and Company (on the other hand) are non- exclusive, independent contracting parties, and nothing in these Terms or done pursuant to these Terms will create or be construed to create a partnership, joint venture, agency, employment, or other similar relationship between Emtelligent and either of User or Company. If any provision of these Terms is held by a court or arbitrator of competent jurisdiction to be invalid or unenforceable for any reason, then the provision will be deemed severed from these Terms and the remaining provisions will continue in full force and effect without being impaired or invalidated in any way, unless as a result of the severance these Terms would fail in its essential purpose. No consent or waiver by Emtelligent to or of a breach of these Terms by User or Company will be effective unless in writing and signed by Emtelligent, or deemed or construed to be a consent to or waiver of a continuing breach of these Terms or any other breach of these Terms by User or Company. If Emtelligent’s consent, approval, or agreement is required under these Terms, then Emtelligent in its discretion and for its sole convenience may withhold or refuse the consent, approval, or agreement unless these Terms expressly state otherwise. User and Company may not assign these Terms without Emtelligent’s express prior written consent. Emtelligent may assign these Terms without the consent of User or Company. These Terms will enure to the benefit of and will be binding on the Parties and their respective successors and permitted assigns. Except as expressly set out in these Terms, and notwithstanding the Contracts (Rights of Third Parties) Act 1999 or any similar legislation in any relevant jurisdiction, these Terms do not confer on any third party any right to enforce any provision of these Terms. Except as expressly set out in these Terms, each Party’s rights and remedies under these Terms are cumulative and not exclusive of any other rights or remedies to which the Party may be entitled under these Terms or at law, and each Party may pursue all of its rights and remedies concurrently, consecutively, and alternatively. Emtelligent will give all notices to User and Company under these Terms in writing delivered by email to the email addresses provided by User or Company to Emtelligent from time to time. User and Company will give all notices to Emtelligent under these Terms in writing delivered to Emtelligent by email (to [email protected]) and by courier to Emtelligent’s head office to the attention of Emtelligent Legal Department.
    2. Force Majeure:  Notwithstanding any other provision of these Terms, a Party will not be liable for any delay in performing or failure to perform any of the Party’s obligations under these Terms if and to the extent performance is delayed or prevented due to a cause or circumstance that is beyond the Party’s reasonable control, and any delay or failure of that kind will be deemed not a breach of these Terms by the Party and the time for the Party’s performance of the affected obligation will be extended by a period that is reasonable in the circumstances.
    3. Governing Law and Disputes:  These Terms, the subject matter of these Terms, and all related matters will be governed by, and construed and interpreted solely in accordance with, the laws of the Province of British Columbia, Canada, and applicable federal laws of Canada, excluding any rules of private international law or the conflict of laws that would lead to the application of any other laws and excluding any laws that implement the United Nations Convention on Contracts for the International Sale of Goods. All disputes arising from, connected with, or relating to these Terms, the subject matter of these Terms, or any related matter will be resolved before the Supreme Court of British Columbia sitting in the City of Vancouver, Canada, and each Party hereby irrevocably submits and attorns to the original and exclusive jurisdiction of that court in respect of those matters, except that Emtelligent may commence legal proceedings against User and Company in the courts of any jurisdiction seeking injunctive relief (or similar urgent legal remedies) to enforce these Terms or to protect Emtelligent’s rights and interests or to enforce any judgment against User or Company.
    4. U.S. Government:  Emtelligent Materials are “Commercial Items”, as that term is defined in 48 C.F.R. §2.101, consisting of “Commercial Computer Software” and “Commercial Computer Software Documentation” as those terms are used in 48 C.F.R. §12.212 or 48 C.F.R. §227.7202, as applicable. Consistent with 48 C.F.R. §12.212 or 48 C.F.R. §227.7202-1 through 227.7202-4, as applicable, Emtelligent Materials are made available to U.S. Government agencies and end users with only the rights granted to other end users according to the terms and conditions set out or referenced in these Terms.
    5. Interpretation:  In these Terms:  (a) “Terms” refers to these Terms as a whole, and not just to the particular provision in which those words appear; (b) headings are for reference only and do not define, limit, or enlarge the scope or meaning of these Terms or any of its provisions; (c) words importing the singular number include the plural, and vice versa; (d) reference to a day, month, quarter, or year means a calendar day, calendar month, calendar quarter, or calendar year, unless expressly stated otherwise; (e) “discretion” means a person’s sole, absolute, and unfettered discretion; (f) “including” or “includes” means including or includes (as applicable) without limitation or restriction; (g) “in writing”, “written”, or similar terms includes email, unless expressly stated otherwise; (h) “law” includes common law, civil law, equity, statutes, and regulations, and a reference to a specific law includes all regulations made under the law and all amendments to, or replacements of, the law or any regulation made under the law in force from time to time; and (i) “person” includes an individual (natural person), corporation, partnership, joint venture, association, trust, unincorporated organization, society, and any other legal entity.
    6. Entire Agreement:  These Terms set out the complete agreement among the Parties with respect to the subject matter of these Terms, and supersede all previous communications, representations, negotiations, discussions, agreements, or understandings, whether oral or written, among the Parties with respect to the subject matter of these Terms. There are no representations, warranties, terms, conditions, undertakings, or collateral agreements, express, implied, or statutory, among the Parties with respect to the subject matter of these Terms other than as expressly set out in these Terms. These Terms may not be amended except by a written document (not an email) that expressly states that it is an amendment to these Terms and is signed by both Emtelligent and User (on behalf of Company and User) or their respective successors or permitted assigns. The Parties have expressly requested and required that these Terms and all related documents be written in the English language. Les parties conviennent et exigent expressément que ce Contrat et tous les documents qui s’y rapportent soient rédigés en anglais. Notwithstanding the foregoing in this section 8.6, these Terms are in addition to and supplement any separate written confidentiality or non-disclosure agreement between Emtelligent and Company. PURCHASE ORDERS AND OTHER DOCUMENTS ISSUED BY OR ON BEHALF OF USER OR COMPANY AND ACCEPTED BY EMTELLIGENT IN CONNECTION WITH THESE TERMS OR EMTELLIGENT MATERIALS ARE FOR ADMINISTRATIVE CONVENIENCE ONLY, AND THE TERMS AND CONDITIONS CONTAINED IN THOSE DOCUMENTS ARE OF NO FORCE OR EFFECT AND DO NOT IN ANY WAY AMEND THESE TERMS.

If User does not accept and agree to these Terms on behalf of User and Company, then User and Company may not access or use EmtelliPro Trial or any other Emtelligent Materials.