1. Unless otherwise defined in the Proposal, the terms listed below shall have the following meaning when used in the Agreement:
“Access Fees” means the annual fees charged by Mappedin for Customer and its Users to: (i) obtain access to the Server Software; (ii) use the Application Software; and (iii) obtain maintenance for the Software in each case for the following year. Notwithstanding section 6.2, Mappedin reserves the right to change its Access Fees no more than once annually unless otherwise specified in the Proposal.
“Application Software” means the Mappedin proprietary software identified in the Proposal to be delivered to Customer, including: (a) a thin client called Mappedin Web for communication with the Server Software, and; (b) any such software for Directories, to be installed on one or more personal computers at a Property to display Mappedin Works on Directories; in each case solely as authorized by the Agreement. If identified in the Proposal, the Application Software also includes the Mappedin SDK to enable Customer to display Mappedin Works on Customer’s website or using a web product, and/or Customer’s application(s) on iOS and Android platforms, in each case solely as authorized by the Agreement.
“Authorized Developer” has the meaning set out in section 2.1.
“Confidential Information” means any information provided or otherwise made available by one Party to the other hereunder that: a) is not publicly available at the time of its disclosure and does not later become publicly available through no fault of the receiving Party; b) was not in the possession of the receiving Party prior to its disclosure under this Agreement; and c) was not independently developed by the receiving Party.
“Customer Materials” means any pre-existing physical maps or data provided by Customer to Mappedin to create the digital maps.
“Directory” or “Kiosk” or “Totem” are used interchangeably and mean a single sided screen on which the Mappedin Works are displayed for a Property. For clarity, a two-sided unit with each side displaying Application Software is deemed to be two Directories.
“Documentation” means user manual(s) and other documentation as prepared and supplied by Mappedin for use in association with the Software.
“including” means including, without limitation.
“Mappedin Works” means digital maps and/or associated functionality created by use of the Software and any results generated using the Software.
“Property” means a single structure in which Customer conducts business or which Customer rents or leases to others to conduct their businesses.
“Proposal(s)” means a proposal, a Mappedin order form in which these terms and conditions are incorporated by reference, or a statement(s) of work (SOWs) attached to these terms and conditions as Exhibit(s). Once accepted by both Parties, a Proposal shall not be modified except as agreed in writing by the Parties.
“Server Software” means the Mappedin proprietary server software referenced in the Proposal and hosted on behalf of Mappedin on third party servers, including Mappedin CMS software.
“Services” means set up services, including creating any initial drafts of the digital maps and any agreed upon revisions thereto set out in the Proposal; providing ongoing access to the Server Software, and maintenance for, the Software; and any additional Services detailed in the Proposal.
“Software” means the Server Software, Application Software and any other Mappedin proprietary software to be provided to Customer as set out in a Proposal.
“Term” means the term of this Agreement as set out in section 6.
“Third Party Products and Services” means a) any hardware product that is not manufactured by or on behalf of Mappedin; and/or b) standalone software applications that are proprietary to a third party; and/or services provided by a third party.
“Users” mean those individuals that Customer permits to access the digital maps generated by the Server Software in order to facilitate those individuals navigating around, or managing a Property, as part of Customer’s normal course of business.
2. Software and Services
2.1 Software License. Subject to payment of all applicable fees, Customer is hereby granted a personal, non-exclusive, terminable license to: (i) access the Server Software via the web to create, modify and maintain digital maps for the number of Properties specified in the Proposal solely for its own use and (ii) use the Application Software (including the Mappedin SDK Software) solely to display the Mappedin Works resulting from the exercise of the rights granted in (i) and make available the functionality in each such Mappedin Work on: a) the number of Directories specified in the Proposal, and/or b) on Customer’s website, a web product or other digital display used by Customer, or in Customer’s iOS or Android application, in each case identified in a Proposal or otherwise agreed to in writing by Mappedin, and solely for the personal and non-commercial use of its Users; until the earliest of: a) the Term expiring or the Agreement being terminated; and b) thirty (30) days following Customer failing to make a payment in accordance with this Agreement including failing to pay any applicable Access Fees. Notwithstanding the foregoing, Customer may permit a third party developer agreed to by Mappedin (an “Authorized Developer”) to use the Mappedin SDK solely for the purposes set out in (ii) above, provided that that Authorized Developer agrees in writing to be bound by sections 2.3 (Restrictions on Use), 2.4 (No Reverse Engineering), 2.5 (Ownership of Customer Materials, Software and Mappedin Works), 2.8 (Feedback and Innovations) and 8.3 (Governing Law) below and to be liable to Mappedin for any breach thereof; and that Customer hereby agrees that it is jointly and severally liable with the Authorized Developer for any breach of those provisions.
2.2 Services. Mappedin shall provide the Services in a competent and professional manner. If at any time the Software is not operating substantially in accordance with its Documentation, Customer shall contact Mappedin by email or customer service chat as provided to Customer from time to time and describe the issue. If Mappedin is able to reproduce the issue, it shall use reasonable commercial efforts to resolve the issue in accordance with its standard maintenance procedures incorporated by reference into the Proposal.
2.3 Restrictions on Use. Neither Customer nor its Authorized Developer shall knowingly, after making such inquiries as a reasonable person in Customer’s or its Authorized Developer’s position would undertake, use or permit others to use the Software or Mappedin Works, or any portion thereof, in isolation or with any other software, digital product, or data, including any Customer Materials, in a manner that in Mappedin’s judgment, acting reasonably, interferes with, degrades or adversely affects any software, system, network or data used by any person including Mappedin or its partners or otherwise has a detrimental effect upon Mappedin or any of their respective customers or products or services, and Customer or its Authorized Developer will immediately cease any such activity upon Mappedin delivering notice requiring same to Customer. Further, neither Customer nor its Authorized Developer will use or permit others to use the Software to commit a crime, or for any tortious purpose; or resell or attempt to resell, or except as expressly contemplated by the Proposal or as otherwise agreed in writing by Mappedin, otherwise make or attempt to make available to third parties the right(s) to access the Software or Mappedin Works or any data contained therein. Further, neither Customer nor its Authorized Developer shall exceed, nor permit any other person to exceed, any usage limits or quotas or access the Software in a manner designed to improperly avoid incurring fees; remove or alter any proprietary rights notices on the Software; circumvent any security technology that is part of the Software, or attempt to do any of the foregoing.
2.4 No Reverse Engineering. Neither Customer nor its Authorized Developer shall alter, modify, adapt, create derivative works, deface, disassemble, or Reverse Engineer the Software or any other Mappedin supplied product or service (including any Mappedin Works), or attempt to do so, or permit, acquiesce, authorize or encourage any other person to do so. For the purposes of this Agreement, “Reverse Engineer” means any act of reverse engineering, translating, disassembling, decompiling, decrypting, scraping, or deconstructing (including any aspect of “dumping of RAM/ROM or persistent storage”, “cable or wireless link sniffing”, “protocol analysis” or “black box” reverse engineering) data, software (including backend APIs, interfaces and any other data included in or used in conjunction with programs that may or may not technically be considered software code) or hardware or any method of obtaining or converting any information, data or software from one form into human-readable form or such other form as enables Customer or its Authorized Developer to utilize that information, the digital maps or data contained therein or software for purposes other than those contemplated by this Agreement.
2.5 Ownership of Customer Materials, Software and Mappedin Works. With the exception of the right to enforce the restrictions in Section 2.4 and obligations in Section 2,6, nothing herein transfers any ownership right, title or interest in or to any Customer Materials to Mappedin. Mappedin shall have the right to use the Customer Materials solely to provide the Services and to train and otherwise improve its Software. Nothing in this Agreement transfers or grants to Customer or to any User or its Authorized Developer, any ownership right, title or interest in or to any Software or to any Mappedin Works, or in or to any intellectual property right associated with the Software or Mappedin Works, or to any portion thereof. For avoidance of doubt, subject to Customer’s underlying rights in Customer Materials, Mappedin shall own all rights, title and interest and all intellectual property rights in or to any subject matter created, developed or contributed by Mappedin or its Software hereunder (including any Mappedin Works). Without limiting the foregoing Mappedin shall have the right to use analytics generated by the Software to provide the Services and improve the Software. Customer and its Authorized Developer agree to sign such further documents and take such further steps as Mappedin indicates are reasonably necessary to give effect to this provision and further agrees that neither of them shall challenge the enforceability or validity of this provision.
2.6 Protection of Commercial Opportunities and Mappedin Works. In instances where the Mappedin Works are intended to be accessible by the general public, Customer shall use reasonable commercial efforts to prevent third parties from obtaining the benefit of the commercial opportunities in the Mappedin Works and any Customer Materials contained therein. Without limiting the foregoing, where the Mappedin Works are intended to be accessible by the general public, Customer shall make gaining access to a website or app in which a Mappedin Work can be accessed subject to terms and conditions which include the following language or its equivalent, “You may only use or reproduce any digital maps or data contained therein for your own personal and non-commercial use. The framing, scraping, datamining, extraction or collection of the digital maps and data contained therein, in any form and by any means whatsoever is strictly prohibited. Furthermore, you may not mirror any such materials.” In addition, Customer shall include a robots.txt file in its website which shall strictly prohibit crawling and scraping in relation to any Mappedin Works and any Customer Materials contained therein.
2.7 Feedback and Innovations. Customer and its Authorized Developer agree to provide Mappedin with feedback on the Software and any portion thereof, and on any beta testing of new functionality or products and services, as reasonably requested by Mappedin and hereby agrees that Mappedin shall own all such feedback, including any associated intellectual property rights. Customer acknowledges and agrees that the knowledge it has with respect to digital maps and wayfinding directories and the uses thereof, is based in large part on its access to the Software, and Customer and its Authorized Developers hereby agree that in consideration of the access to the Software and Mappedin’s business granted herein, they shall not take any steps or threaten to take any steps, directly or indirectly through some other person, to prevent Mappedin from further developing the Software or any portion thereof, in any manner whatsoever, or to prevent Mappedin, its distributors, resellers, value added resellers, technology partners or integrators (collectively “Partners”) from distributing the Software or such further developments or from their respective customers using the Software or such developments whether Customer develops or implements such further developments or obtains associated intellectual property rights (including for avoidance of doubt, patent rights) related to the Software or developments prior to Mappedin doing so or not. Customer and its Authorized Developers further agree that they shall not seek any compensation from Mappedin, its Partners or customers in relation to such developments and agrees to sign such further documents and take such further steps as Mappedin indicates are reasonably necessary to give effect to this provision and further agrees that it shall not challenge the enforceability or validity of this provision.
2.8 Limitations on Mappedin’s Responsibility. Unless Mappedin expressly agrees otherwise, its sole responsibility is the provision of the Software and Services. Customer shall be responsible to provide all other aspects of its system, including any required hardware or telecommunications equipment or services and any Customer Materials required to create the digital maps. Mappedin shall have no responsibility for: (i) any performance or non-performance of these Third-Party Products and Services or for any third party cloud services; and (ii) any delays caused by delays in Customer fulfilling these requirements.
3.1 Customer shall pay to Mappedin the fees specified in the Proposal in accordance with the payment terms set out therein and shall pay the applicable Access Fees (specified in the Proposal or otherwise in the Agreement) on an annual basis in advance. Unless otherwise specified in the Proposal, all invoiced amounts shall be in United States Dollars (USD) and Customer shall pay all invoices net thirty (30) days from date of invoice. After the payment of Access Fees for the first year that this Agreement is in effect, Mappedin may invoice Customer for subsequent Access Fees up to thirty (30) days prior to the applicable anniversary of Customer’s initial set-up date. Access Fees for licenses added after the term commences shall be pro-rated based on the Customer’s initial set-up date.
3.2 Software shall be delivered to Customer by way of a secure website and Customer shall be responsible for all insurance and other costs, including, but not limited to, any import duties or other taxes (except for taxes on the income of Mappedin) associated with the supply of Software and Services under this Agreement.
3.3 Without limiting its other rights hereunder, Mappedin may charge the lesser of 1.5% interest per month and the maximum amount permitted by applicable law for late payment of any amount owing under this Agreement.
4.1 The Parties acknowledge and agree that they may disclose to the other Party (each in turn a “Disclosing Party”) certain Confidential Information in order to further the purposes of this Agreement. The Party receiving such information (the “Receiving Party”) will hold in confidence and except as specifically authorized in writing by the Disclosing Party shall not disclose to any third party (including to any Authorized Developer) any Confidential Information disclosed to them or to which they are provided access in relation to this Agreement. It shall not be a breach of this requirement to; (a) provide the Confidential Information to employees or legal advisors of the Receiving Party, that have a need to know to fulfill the purposes of this Agreement and are each subject to confidentiality obligations consistent with the requirements in this provision; or (b) disclose the Confidential Information to the extent required to do so by a court of law provided that the Receiving Party uses all reasonable efforts to provide sufficient notice of this requirement to the Disclosing Party to enable the Disclosing Party to seek an order limiting or preventing the disclosure of the Confidential Information. The Receiving Party further agrees not to use or reproduce the Confidential Information except as reasonably necessary to fulfill the purposes of this Agreement. The Receiving Party shall ensure that it has taken precautions that are consistent with industry practices and in all instances are not less than a reasonable standard of care to ensure that the Confidential Information is not lost or stolen. Upon the termination of this Agreement or at any time upon request, the Receiving Party shall either return the Confidential Information or have an officer certify its destruction, provided that this obligation shall not apply to any archival copies of the Confidential Information which form part of the automatic back-up of the Receiving Party’s data. These restrictions shall apply for three years following the expiry or termination of this Agreement, except in the case of trade secrets when they shall apply for so long as the Confidential Information in question remains a trade secret.
5.1 Neither of the Parties believe that any Personal Information is being collected under this Agreement. If either Party wishes to change this at any time the Party intending to collect the Personal Information must provide prior written notice to the other Party regarding its intention and must obtain the prior written agreement of that Party prior to collecting any Personal Information in any manner that would impose legal obligations with respect to the collection, storage or use of the Personal Information on the other Party.
5.3 Customer hereby agrees that Mappedin may extract and create aggregated and anonymized data from any data contained in the Mappedin Works and/or Customer Materials (“Extracted Data”). Extracted Data shall not contain, disclose or otherwise identify Users. Mappedin uses Extracted Data to create, or to train and thereby improve, algorithms used in the Software or Services and to otherwise improve Mappedin products and services. Mappedin shall exclusively own all rights, including all intellectual property rights in and to all Extracted Data.
6. Term and Termination
6.1 This Agreement shall come into effect on the date that the Proposal is signed by both Parties, provided that the Proposal remains valid at that time; or where the initial Proposal is a statement of work attached hereto, its Effective Date. Unless otherwise stipulated in the Proposal this Agreement shall remain in effect for one year thereafter, and shall subsequently automatically renew for one year periods unless Mappedin or Customer indicate their decision not to renew at least thirty (30) days prior to the end of a renewal period (the “Term”).
6.2 Notwithstanding section 6.1, if Mappedin changes the terms of this Agreement, which it may do to reflect or address changes in its business or changes in applicable laws, by providing notice of same to Customer, Customer may terminate the Agreement by providing at least ten (10) days written notice to Mappedin of its decision to do so no later than sixty (60) days following delivery of notice of the change to Customer. If Customer decides to terminate the Agreement as a result of a change in its terms, Mappedin shall refund the Access Fees for that year on a pro-rata basis.
6.3 Either Party may terminate this Agreement by delivering written notice of its decision to do so to the other Party if the other Party is in breach of this Agreement and has not cured such breach within thirty (30) days of receipt of written notice of the breach.
7. Limitation on Liability
7.1 Implied Warranty Disclaimer. EXCEPT AS EXPRESSLY SET OUT HEREIN, NEITHER PARTY MAKES ANY WARRANTIES, CONDITIONS, ENDORSEMENTS, REPRESENTATIONS OR GUARANTEES, WHETHER EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY CONDITIONS, ENDORSEMENTS, GUARANTEES, REPRESENTATIONS OR WARRANTIES OF DURABILITY, MERCHANTABILITY, MERCHANTABLE QUALITY, SATISFACTORY QUALITY, ACCURACY, TITLE, NON-INFRINGEMENT, OR FITNESS FOR A PARTICULAR PURPOSE OR USE, OR ARISING FROM A STATUTE OR CUSTOM OR A COURSE OF DEALING OR USAGE OF TRADE.
7.2 Third Party Cloud Services. CUSTOMER ACKNOWLEDGES AND AGREES THAT MAPPEDIN USES THIRD-PARTY CLOUD SERVICES SUCH AS AMAZON AND AZURE, AND FURTHER ACKNOWLEDGES THAT MAPPEDIN HAS LIMITED ABILITY TO CONTROL THE PERFORMANCE OF THESE CLOUD SERVICE PROVIDERS OR THE TERMS AND CONDITIONS ON WHICH THE CLOUD SERVICES ARE PROVIDED. EXCEPT TO THE EXTENT CAUSED BY MAPPEDIN, MAPPEDIN IS NOT RESPONSIBLE FOR THE ACTS OR OMISSIONS OF THE CLOUD SERVICE PROVIDER; PROVIDED, HOWEVER, IF ANY ACT OR OMISSION OF THE CLOUD SERVICE PROVIDER RESULTS IN MATERIAL HARM TO CUSTOMER, MAPPEDIN AGREES TO EXERCISE ANY RIGHTS AVAILABLE TO MAPPEDIN UNDER ITS AGREEMENT WITH THE CLOUD SERVICES PROVIDER TO REMEDY SUCH HARM FOR THE BENEFIT OF MAPPEDIN AND CUSTOMER.
7.3 Exclusion of Types of Damages. IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY FOR ANY INDIRECT, SPECIAL, PUNITIVE, INCIDENTAL, EXEMPLARY, OR CONSEQUENTIAL DAMAGES (INCLUDING WITHOUT LIMITATION LOST PROFITS, LOSS OF BUSINESS REVENUE OR EARNINGS, LOST DATA, OR A FAILURE TO REALIZE EXPECTED SAVINGS) DIRECTLY OR INDIRECTLY ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, WHETHER OR NOT SUCH DAMAGES COULD REASONABLY BE FORESEEN OR WHETHER OR NOT A PARTY HAS BEEN ADVISED OF OR WAS AWARE OF THE POSSIBILITY OF SUCH DAMAGES IN ADVANCE.
7.4 Limitation of Liability. IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER FOR DAMAGES ARISING IN ANY MANNER WHATSOEVER, FROM OR IN CONNECTION WITH THIS AGREEMENT IN A TOTAL AGGREGATE AMOUNT EXCEEDING THE TOTAL AMOUNT PAID OR PAYABLE BY CUSTOMER TO MAPPEDIN UNDER THIS AGREEMENT IN THE TWELVE MONTHS IMMEDIATELY PRECEDING THE INCIDENT GIVING RISE TO THE LIABILITY.
7.5 Third Party Products. IF MAPPEDIN AGREES TO PROVIDE TO, OR INSTALL ANY THIRD PARTY PRODUCT ON BEHALF OF CUSTOMER, MAPPEDIN DOES SO AS A SERVICE TO CUSTOMER, AND CUSTOMER ACKNOWLEDGES AND AGREES, THAT MAPPEDIN HAS NO ABILITY TO CONTROL THE DESIGN OR PERFORMANCE OF SUCH THIRD PARTY PRODUCT, THAT MAPPEDIN PROVIDES THE THIRD PARTY PRODUCT ON AN “AS IS” BASIS AND THAT NOTWITHSTANDING ANY OTHER PROVISION OF THIS AGREEMENT, MAPPEDIN SHALL HAVE NO LIABILITY FOR THE DESIGN OR PERFORMANCE OF THAT THIRD PARTY PRODUCT WHATSOEVER, AND THAT MAPPEDIN’S SOLE RESPONSIBILITY WITH RESPECT TO THE THIRD PARTY PRODUCT, INCLUDING WITHOUT LIMITATION, ITS DESIGN OR PERFORMANCE, SHALL BE TO PASS THROUGH THE BENEFIT OF ANY WARRANTY PROVIDED BY THE SUPPLIER OF THE THIRD PARTY PRODUCT TO CUSTOMER.
7.6 Exclusion of Liability for Specified Persons. EXCEPT WHERE AN INDIVIDUAL HAS ACTED OUTSIDE THE SCOPE OF HIS OR HER AUTHORITY AND IN A WILFUL MANNER, IN NO EVENT WILL EITHER PARTY'S OFFICERS, DIRECTORS OR EMPLOYEES HAVE ANY PERSONAL LIABILITY UNDER OR IN RELATION TO THIS AGREEMENT. THE PERSONS MENTIONED IN THIS PROVISION SHALL BE DEEMED TO BE THIRD PARTY BENEFICIARIES OF THIS AGREEMENT SOLELY FOR THE PURPOSES OF OBTAINING THE BENEFIT OF THIS PROVISION.
7.7 Application of Limitations, Exclusions and Disclaimers. THE LIMITATIONS, EXCLUSIONS AND DISCLAIMERS SET OUT IN THIS AGREEMENT SHALL APPLY: (A) WHETHER AN ACTION, CLAIM OR DEMAND ARISES FROM A BREACH OF WARRANTY OR CONDITION, BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR ANY OTHER KIND OF CIVIL OR STATUTORY LIABILITY CONNECTED WITH OR ARISING OUT OF THIS AGREEMENT; AND (B) TO EACH PARTY AND TO EACH PARTY'S AFFILIATES.
7.8 Exclusions from limitations. NOTWITHSTANDING ANY OTHER PROVISION, THE LIMITATIONS, EXCLUSIONS, AND DISCLAIMERS SET FORTH IN THIS AGREEMENT SHALL NOT APPLY TO: (A) ANY WILFUL OR MALICIOUS BREACH OF ANY PART OF SECTION 2 SOFTWARE AND SERVICES; (B) ANY BREACH OF THE CONFIDENTIALITY OBLIGATIONS SET OUT IN SECTION 4.1; (C) ANY WILFUL VIOLATION OR INFRINGEMENT OF THE INTELLECTUAL PROPERTY RIGHTS OF ONE PARTY BY THE OTHER PARTY; (D) THE PAYMENT OF AMOUNTS DUE TO MAPPEDIN UNDER THIS AGREEMENT; OR (E) IF AND TO THE EXTENT THAT THE LAWS OF A COMPETENT JURISDICTION REQUIRE LIABILITIES BEYOND AND DESPITE THESE LIMITATIONS, EXCLUSIONS AND DISCLAIMERS.
7.9 Mission Critical Applications. MAPPEDIN TAKES NO RESPONSIBILITY FOR SOFTWARE USE IN MISSION CRITICAL APPLICATIONS OR IN HAZARDOUS ENVIRONMENTS OR ENVIRONMENTS REQUIRING FAIL-SAFE CONTROLS, INCLUDING, WITHOUT LIMITATION, OPERATION OF NUCLEAR FACILITIES, AIRCRAFT NAVIGATION OR COMMUNICATION SYSTEMS, AIR TRAFFIC CONTROL, AND LIFE SUPPORT OR WEAPONS SYSTEMS.
8.1 This Agreement including all Proposals, constitutes the entire agreement of the Parties with respect to the subject matter thereof. It supersedes all requests for quotes, discussions, correspondence or communication of any nature relating to the subject of this Agreement, all of which shall no longer be of any force or effect. In the event of a conflict between the body of this Agreement and a Proposal, the body of this Agreement shall take priority, solely to the extent of the conflict, unless the Proposal indicates a specific intent to override the terms of the body of the agreement. This Agreement may only be modified in writing signed by the Party against whom enforcement of the modification is being sought.
8.2 If either of the Parties becomes unable to carry out the whole or any part of its obligations under this Agreement, for any reason beyond its control including acts of God, acts of governmental authorities, strikes, war, riots or any other cause of such nature (“Event of Force Majeure”), then the performance of the obligations of the affected Party shall be excused during the continuance of any inability so caused, but such inability shall, as far as possible, be remedied with all reasonable dispatch. Either Party shall give immediate notice to the other Party upon becoming aware of an Event of Force Majeure. If an Event of Force Majeure continues for a period exceeding three months or such other period as is mutually agreed to by the Parties, the other Party may terminate this Agreement by giving the affected Party seven days written notice of its intention to do so.
8.3 The Agreement shall be governed and construed in accordance with the laws of the Province of Ontario along with any federal laws applicable therein, excluding rules of private international law that lead to the application of the laws of any other jurisdiction. The United Nations Convention on Contracts for the Sale of Goods (1980) does not apply.
8.4 The courts of the Province of Ontario shall have exclusive jurisdiction to hear any matter arising in connection with this Agreement.
8.5 The Parties agree that a material breach of this Agreement may cause irreparable harm to Mappedin, for which a remedy at law may be inadequate. Accordingly, in addition to any remedies at law, subject to any express limitations under this Agreement, Mappedin may seek injunctive relief without posting any security.
8.6 If any court finds any part of this Agreement to be invalid or unenforceable that part shall be severed from this Agreement and its invalidity or unenforceability shall not in any way affect the remaining provisions of this Agreement, which shall continue in full force and effect.
8.7 Except for support notices contemplated by section 2.2, any notice, request, demand or other communication required or permitted hereunder shall be sufficiently given only if in writing and only if delivered by hand or sent by registered mail (or its equivalent), or courier addressed to the other Party at the address set out in the Agreement or Proposal or to such other person or address as the Parties may from time-to-time designate in writing delivered pursuant to this notice provision, with a copy of all notices (except for support notices) also emailed to email@example.com. Any such notices, requests, demands or other communications shall be received and effective: (i) upon the date of receipt if delivered by hand, registered mail (or its equivalent) or courier; or (ii) on the date of confirmation of receipt by answer-back from the Party to whom the notice, request, demand or other communication was given, in the case of facsimile.
8.8 Notwithstanding the termination or expiration of this Agreement, those provisions that by their nature are intended to survive after the Agreement ends, including, sections 1, 2.4, 2.5, 2.7, 2.8, 4, 5, 7 and 8, shall survive.
8.9 No Party shall have authority to or shall hold itself out as having any authority to incur, assume or create, orally or in writing, any liability, obligation or undertaking of any kind in the name of or on behalf of or in any way binding upon the other Party.
8.10 Customer may not assign or transfer all or any of its rights, benefits and obligations under this Agreement without the prior written consent of Mappedin and any purported assignment without such consent shall be null and void and of no effect. Mappedin may freely transfer and assign this Agreement or any of its rights or obligations hereunder to any person to whom it sells all or substantially all of its assets.
8.11 This Agreement may be executed in counterparts, or including electronic counterparts, each of which when executed by any of the Parties shall be deemed to be an original, and such counterparts shall together constitute one and the same Agreement.