Master Service Agreement
Last Updated: July 1, 2025
This Master Services Agreement (this “Agreement”) is a legally binding agreement governing access to and use of Datadeck’s Services. This Agreement is entered into between Climat Software inc. dba Datadeck, a company incorporated in Quebec, Canada having its registered office at 1100 boul. René-Lévesque Ouest, 25th floor, Montréal, Qc Canada H3B 4N4 and the entity or person placing an Order or accessing or using the Services (“the Customer”).
If you are placing an Order or accessing or using the Services on behalf of a company, organization, or other entity, then that entity is the Customer. In that case, you are binding that entity to this Agreement and you represent and warrant that you are authorized to do so.
By clicking “I agree” (or a similar checkbox or button), placing an Order, or accessing or using the Services, you indicate your assent to be bound by this Agreement. If you do not agree to this Agreement, do not use or access the Services. This Agreement contains mandatory arbitration provisions that require the use of arbitration to resolve disputes. Please read it carefully.
The “Effective Date” of this Agreement is the earlier of (a) the date on which the Customer first accesses or uses the Services and (b) the date on which Customer’s first Order is agreed to by Datadeck.
Datadeck may modify this Agreement from time to time in accordance with Section 19 (Modifications to this Agreement) below.
1. Definitions
1.1 In this Agreement, except to the extent expressly provided otherwise:
“Access Credentials” means the usernames, passwords and other credentials enabling access to the Hosted Services, including both access credentials for the User Interface and access credentials for the API;
“Agreement” means this agreement including any Schedules, and any amendments to this Agreement from time to time;
“AI Systems” means machine learning and other artificial intelligence systems, tools, applications, algorithms and/or models;
“API” means the application programming interface for the Hosted Services defined by the Provider and made available by the Provider to the Customer to access end-user’s utility account informations;
“Business Day” means any weekday other than a bank or public holiday in United States;
“Business Hours” means the hours of 09:00 to 17:00 EST on a Business Day;
“Charges” means:
(a) the charges and other payable amounts specified in Schedule 1 and elsewhere in this Agreement;
(b) such charges and payable amounts as may be agreed in writing by the parties from time to time; and
“Customer Confidential Information” means:
(a) any information disclosed by or on behalf of the Customer to the Provider during the Term OR at any time before the termination of this Agreement (whether disclosed in writing, orally or otherwise) that at the time of disclosure:
(i) End-User’s Personal Data; or
(ii) was marked or described as “confidential”; or
(iii) should have been reasonably understood by the Provider to be confidential; and
(b) the Customer Data;
“Customer Data” means all data, works and materials: uploaded to or stored on the Platform by the Customer; transmitted by the Platform at the instigation of the Customer; supplied by the Customer to the Provider for uploading to, transmission by or storage on the Platform; or generated by the Customer using the Hosted Services (but excluding usage data relating to the Platform and Hosted Services, and excluding server log files);
“Customer Personal Data” means any Personal Data that is processed by the Provider on behalf of the Customer in relation to this Agreement;
“Data Protection Laws” means applicable laws relating to the processing of Personal Data;
“Documentation” means the documentation for the Hosted Services produced by the Provider and delivered or made available by the Provider to the Customer;
“End-User” means the person who uses the API to share his Personal Data with the Customer and the Provider;
“Force Majeure Event” means an event, or a series of related events, that is outside the reasonable control of the party affected (which may include failures of the internet or any public telecommunications network, hacker attacks, denial of service attacks, virus or other malicious software attacks or infections, power failures, industrial disputes affecting any third party, changes to the law, disasters, epidemics, pandemics, explosions, fires, floods, riots, terrorist attacks and wars);
“Hosted Services” means the Provider’s dashboard and data visualization tool made accessible to the Customer to access the End-user’s Personal Data;
“Intellectual Property Rights” means all intellectual property rights wherever in the world, whether registered or unregistered, including any application or right of application for such rights (and these “intellectual property rights” include copyright and related rights, database rights, confidential information, trade secrets, know-how, business names, trade names, trade marks, service marks, passing off rights, unfair competition rights, patents, petty patents, utility models, semi-conductor topography rights and rights in designs);
“Order Form” means any and all ordering documents or proposals accepted and agreed to into between the Provider and the Customer describing the Services requested by the Customer, the Fees applicable thereto, the Subscription Term, the number of Authorized Usage and any other terms and conditions relating to the Services. Any and all Order Forms shall be subject to these Master Terms.
“Personal Data” means End-User’s personal data under any of the Data Protection Laws;
“Platform” means the platform managed by the Provider and used by the Provider to provide the Hosted Services, including the application and database software for the Hosted Services, the system and server software used to provide the Hosted Services, and the computer hardware on which that application, database, system and server software is installed;
“Schedule” means any schedule attached to the main body of this Agreement;
“Services” means any services that the Provider provides to the Customer, or has an obligation to provide to the Customer, under this Agreement;
“Support Services” means support in relation to the use of, and the identification and resolution of errors in, the Hosted Services;
“Supported Web Browser” means the current release from time to time of Microsoft Edge, Google Chrome or Apple Safari;
“Term” means the term of this Agreement, commencing in accordance with Clause 3.1 and ending in accordance with Clause 3.2;
“User Interface” means the interface for the Hosted Services designed to allow individual human users to access and use the Hosted Services.
2. Term
2.1 This Agreement shall come into force upon the Effective Date.
2.2 This Agreement shall continue in force indefinitely, subject to termination in accordance with Clause 16 or any other provision of this Agreement.
3. Hosted Services
3.1 The Provider shall provide, or shall ensure that the Platform will provide, to the Customer upon the Effective Date the Access Credentials necessary to enable the Customer to access and use the Hosted Services and the API.
3.2 The Provider hereby grants to the Customer a worldwide, non-exclusive license to use the Hosted Services by means of the User Interface and the API for the business purposes of the Customer in accordance with the Documentation during the Term.
3.3 The license granted by the Provider to the Customer under Clause 3.2 is subject to the following limitations:
(a) the User Interface may only be used through a Supported Web Browser or native applications;
(b) the User Interface may only be used by the officers, employees, agents and subcontractors of the Customer;
(c) the API may only be used by an application or applications approved by the Provider in writing and controlled by the Customer.
3.4 Except to the extent expressly permitted in this Agreement or required by law on a non-excludable basis, the license granted by the Provider to the Customer under Clause 3.2 is subject to the following prohibitions:
(a) the Customer must not sub-license its right to access and use the Hosted Services;
(b) the Customer must not permit any unauthorized person or application to access or use the Hosted Services;
(c) the Customer must not use the Hosted Services to provide services to third parties;
(d) the Customer must not republish or redistribute any content or material from the Hosted Services;
(e) the Customer must not make any alteration to the Platform, except as permitted by the Documentation; and
(f) the Customer must not conduct or request that any other person conduct any load testing or penetration testing on the Platform or Hosted Services without the prior written consent of the Provider.
3.5 The Customer shall implement and maintain reasonable security measures relating to the Access Credentials to ensure that no unauthorized person or application may gain access to the Hosted Services by means of the Access Credentials.
3.6 The Provider shall use all reasonable endeavors to maintain the availability of the Hosted Services to the Customer at the gateway between the public internet and the network of the hosting services provider for the Hosted Services, but does not guarantee 100% availability.
3.7 For the avoidance of doubt, downtime caused directly or indirectly by any of the following shall not be considered a breach of this Agreement:
(a) a Force Majeure Event;
(b) a fault or failure of the internet or any public telecommunications network;
(c) a fault or failure of the Customer’s computer systems or networks;
(d) any breach by the Customer of this Agreement; or
(e) scheduled maintenance carried out in accordance with this Agreement.
3.8 The Customer must not use the Hosted Services in any way that causes, or may cause, damage to the Hosted Services or Platform or impairment of the availability or accessibility of the Hosted Services.
3.9 The Customer must not use the Hosted Services in any way that uses excessive Platform resources and as a result is liable to cause a material degradation in the services provided by the Provider to its other customers using the Platform; and the Customer acknowledges that the Provider may use reasonable technical measures to limit the use of Platform resources by the Customer for the purpose of assuring services to its customers generally.
3.10 The Customer must not use the Hosted Services:
(a) in any way that is unlawful, illegal, fraudulent or harmful; or
(b) in connection with any unlawful, illegal, fraudulent or harmful purpose or activity.
3.11 For the avoidance of doubt, the Customer has no right to access the software code (including object code, intermediate code and source code) of the Platform, either during or after the Term.
3.12 The Provider may suspend the provision of the Hosted Services and API if any amount due to be paid by the Customer to the Provider under this Agreement is overdue, and the Provider has given to the Customer at least 30 days’ written notice, following the amount becoming overdue, of its intention to suspend the Hosted Services on this basis.
4. Scheduled maintenance
4.1 The Provider may from time to time suspend the Hosted Services for the purposes of scheduled maintenance to the Platform, providing that such scheduled maintenance must be carried out in accordance with this Clause 4.
4.2 The Provider shall, where practicable, give to the Customer at least 5 Business Days’ prior written notice of scheduled maintenance that will, or is likely to, affect the availability of the Hosted Services or have a material negative impact upon the Hosted Services.
4.3 The Provider shall ensure that all scheduled maintenance is carried out outside Business Hours.
4.4 The Provider shall ensure that, during each calendar month, the aggregate period during which the Hosted Services are unavailable as a result of scheduled maintenance, or negatively affected by scheduled maintenance to a material degree, does not exceed 4 hours.
5. Support Services
5.1 The Provider shall provide the Support Services to the Customer during the Term.
5.2 The Provider shall provide the Support Services in accordance with the standards of skill and care reasonably expected from a leading service provider in the Provider’s industry.
5.3 The Provider shall make available to the Customer a helpdesk.
5.4 The Customer may use the helpdesk for the purposes of requesting and, where applicable, receiving the Support Services; and the Customer must not use the helpdesk for any other purpose.
5.5 The Provider shall respond promptly to all requests for Support Services made by the Customer through the helpdesk.
5.6 The Provider shall have no obligation to provide Support Services:
(a) to the extent that the requested Support Services amount to general training in the use of the Hosted Services;
(b) in respect of any issue that could have been resolved by a competent person who had received general training in the use of the Hosted Services;
(c) in respect of any duplicate issues raised by or on behalf of the Customer;
(d) in respect of any issue caused by the improper use of the Hosted Services by or on behalf of the Customer; or
(e) in respect of any issue caused by any alteration to the Hosted Services, or to the configuration of the Hosted Services, made without the prior written consent of the Provider.
5.7 The Provider may suspend the provision of the Support Services if any amount due to be paid by the Customer to the Provider under this Agreement is overdue, and the Provider has given to the Customer at least 30 days’ written notice, following the amount becoming overdue, of its intention to suspend the Support Services on this basis.
6. Customer Data
6.1 The Customer hereby grants to the Provider a non-exclusive, worldwide license to:
(a) copy, store and transmit the Customer Data; and
(b) edit, translate and create derivative works of the Customer Data,
to the extent reasonably required for the performance of the obligations and the exercise of the rights of the Provider under this Agreement, including maintaining or developing new products. The Customer also grants to the Provider the right to sub-license these rights to its hosting, connectivity and telecommunications service providers strictly for this purpose and subject to any express restrictions elsewhere in this Agreement.
6.2 The Customer hereby grants to the Provider a non-exclusive, worldwide license to use the Customer Data for the purposes of creating, generating, training, testing and verifying the AI Systems of the Provider, providing that such use must not involve the processing of any Customer Personal Data and providing that such AI Systems must not incorporate any Customer Data.
6.3 The Customer hereby grants to the Provider a non-exclusive, worldwide license:
(a) to use the Customer Data to create aggregated datasets, providing that those aggregated datasets must not incorporate any Customer Personal Data, any other Personal Data supplied or made available by the Customer to the Provider, or any information contained in or derived from the Customer Data that identifies the Customer or that identifies any other organization, business or person (legal or natural); and
(b) insofar as the use of those aggregated datasets requires the permission of the Customer, to make unrestricted use of those aggregated datasets, including sub-licensing all or any of the rights therein to any third party or third parties.
6.4 The Customer warrants to the Provider that the Customer Data when used by the Provider in accordance with this Agreement will not infringe the Intellectual Property Rights or other legal rights of any person, and will not breach the provisions of any law, statute or regulation, in any jurisdiction and under any applicable law.
6.5 The Provider shall create a back-up copy of the Customer Data at least daily, shall ensure that each such copy is sufficient to enable the Provider to restore the Hosted Services to the state they were in at the time the back-up was taken, and shall retain and securely store each such copy for a minimum period of 30 days.
6.6 Within the period of 1 Business Day following receipt of a written request from the Customer, the Provider shall use all reasonable endeavors to restore to the Platform the Customer Data stored in any back-up copy created and stored by the Provider in accordance with Clause 6.5. The Customer acknowledges that this process will overwrite the Customer Data stored on the Platform prior to the restoration.
7. No assignment of Intellectual Property Rights
7.1 Nothing in this Agreement shall operate to assign or transfer any Intellectual Property Rights from the Provider to the Customer, or from the Customer to the Provider.
8. Charges
8.1 The Customer shall pay the Charges to the Provider in accordance with this Agreement.
8.2 All amounts stated in or in relation to this Agreement are, unless the context requires otherwise, stated exclusive of any applicable value added taxes, which will be added to those amounts and payable by the Customer to the Provider.
9. Payments
9.1 The Provider shall issue invoices for the Charges to the Customer at the beginning of the month, for the use of the previous month.
9.2 The Customer must pay the Charges to the Provider within the period of 10 days following the issue of an invoice in accordance with this Clause 9.
9.3 The Customer must pay the Charges by credit card, check or bank transfer.
9.4 If the Customer does not pay any amount properly due to the Provider under this Agreement, the Provider may charge the Customer interest on the overdue amount at the rate of 8% per annum.
10. Provider's confidentiality obligations
10.1 The Provider must:
(a) keep the Customer Confidential Information strictly confidential;
(b) not disclose the Customer Confidential Information to any person without the Customer’s prior written consent, and then only under conditions of confidentiality approved in writing by the Customer;
(c) use the same degree of care to protect the confidentiality of the Customer Confidential Information as the Provider uses to protect the Provider’s own confidential information of a similar nature, being at least a reasonable degree of care;
(d) act in good faith at all times in relation to the Customer Confidential Information.
10.2 Notwithstanding Clause 10.1, the Provider may disclose the Customer Confidential Information to the Provider’s officers, employees, professional advisers, insurers, agents and subcontractors who have a need to access the Customer Confidential Information for the performance of their work with respect to this Agreement and who are bound by a written agreement or professional obligation to protect the confidentiality of the Customer Confidential Information.
10.3 This Clause 10 imposes no obligations upon the Provider with respect to:
(a) Customer Confidential Information that is known to the Provider before disclosure under this Agreement and is not subject to any other obligation of confidentiality;
(b) Customer Confidential Information that is or becomes publicly known through no act or default of the Provider;
(c) Customer Confidential Information that is obtained by the Provider from a third party in circumstances where the Provider has no reason to believe that there has been a breach of an obligation of confidentiality; or
(d) information that is independently developed by the Provider without reliance upon or use of any Customer Confidential Information.
10.4 The restrictions in this Clause 10 do not apply to the extent that any Customer Confidential Information is required to be disclosed by any law or regulation, or by any judicial or governmental order or request, or pursuant to disclosure requirements relating to the listing of the stock of the Provider on any recognised stock exchange. If the Provider makes a disclosure to which this Clause 10.4 applies then, to the extent permitted by applicable law, the Provider shall promptly notify the Customer of the fact of the disclosure, the identity of the disclosed, and the Customer Confidential Information disclosed.
10.5 The provisions of this Clause 10 shall continue in force for a period of 5 years following the termination of this Agreement, at the end of which period they will cease to have effect.
11. Data protection
11.1 Each party shall comply with the Data Protection Laws with respect to the processing of the Customer and End-User Personal Data.
11.2 The Provider shall only process the Customer and End-User Personal Data during the Term and for not more than 30 days following the end of the Term, subject to the other provisions of this Clause 11.
11.3 The Provider shall only process the Customer and End-User Personal Data on the documented instructions of the Customer (including with regard to transfers of the Customer Personal Data to a third country under the Data Protection Laws), as set out in this Agreement or any other document agreed by the parties in writing.
11.4 The Provider shall promptly inform the Customer if, in the opinion of the Provider, an instruction of the Customer relating to the processing of the Customer and End-User Personal Data infringes the Data Protection Laws.
11.5 Notwithstanding any other provision of this Agreement, the Provider may process the Customer and End-User Personal Data if and to the extent that the Provider is required to do so by applicable law. In such a case, the Provider shall inform the Customer of the legal requirement before processing, unless that law prohibits such information on important grounds of public interest.
11.6 The Provider shall ensure that persons authorized to process the Customer and End-User Personal Data have committed themselves to confidentiality or are under an appropriate statutory obligation of confidentiality.
11.7 The Provider shall implement appropriate technical and organizational measures to ensure an appropriate level of security for the Customer and End-User Personal Data.
11.8 The Provider must not engage any third party to process the Customer and End-User Personal Data without the prior specific or general written authorisation of the Customer. In the case of a general written authorisation, the Provider shall inform the Customer at least 14 days in advance of any intended changes concerning the addition or replacement of any third party processor, and if the Customer objects to any such changes before their implementation, then the Provider must not implement the changes OR the Customer may terminate this Agreement on 7 days’ written notice to the Provider, providing that such notice must be given within the period of 7 days following the date that the Provider informed the Customer of the intended changes. The Provider shall ensure that each third party processor is subject to the same legal obligations as those imposed on the Provider by this Clause 11.
11.9 The Provider shall assist the Customer in ensuring compliance with the obligations relating to the security of processing of personal data, the notification of personal data breaches to the supervisory authority, the communication of personal data breaches to the data subject, data protection impact assessments and prior consultation in relation to high-risk processing under the Data Protection Laws.
11.10 The Provider must notify the Customer of any Personal Data breach affecting the Customer and End-User Personal Data without undue delay and, in any case, not later than 72 hours after the Provider becomes aware of the breach.
11.11 The Provider shall make available to the Customer all information necessary to demonstrate the compliance of the Provider with its obligations under this Clause 11 and the Data Protection Laws.
11.12 The Provider shall, at the choice of the Customer, delete or return all of the Customer Personal Data to the Customer after the provision of services relating to the processing, and shall delete existing copies save to the extent that applicable law requires storage of the relevant Personal Data.
11.13 The Provider shall allow for and contribute to audits, including inspections, conducted by the Customer or another auditor mandated by the Customer in respect of the compliance of the Provider’s processing of Customer and End-User Personal Data with the Data Protection Laws and this Clause 11.
11.14 If any changes or prospective changes to the Data Protection Laws result or will result in one or both parties not complying with the Data Protection Laws in relation to processing of Personal Data carried out under this Agreement, then the parties shall use their best endeavors promptly to agree such variations to this Agreement as may be necessary to remedy such non-compliance.
12. Warranties
12.1 The Provider warrants to the Customer that:
(a) the Provider has the legal right and authority to enter into this Agreement and to perform its obligations under this Agreement;
(b) the Provider will comply with all applicable legal and regulatory requirements applying to the exercise of the Provider’s rights and the fulfillment of the Provider’s obligations under this Agreement; and
(c) the Provider has or has access to all necessary know-how, expertise and experience to perform its obligations under this Agreement.
12.2 The Provider warrants to the Customer that:
(a) the Platform and Hosted Services will conform in all material respects with the Hosted Services Specification;
(b) the Platform will be free from viruses, worms, Trojan horses, ransomware, spyware, adware and other malicious software programs; and
(c) the Platform will incorporate security features reflecting the requirements of good industry practice.
12.4 The Provider warrants to the Customer that the Hosted Services, when used by the Customer in accordance with this Agreement, will not infringe the Intellectual Property Rights of any person in any jurisdiction and under any applicable law.
12.5 If the Provider reasonably determines, or any third party alleges, that the use of the Hosted Services by the Customer in accordance with this Agreement infringes any person’s Intellectual Property Rights, the Provider may at its own cost and expense:
(a) modify the Hosted Services in such a way that they no longer infringe the relevant Intellectual Property Rights; or
(b) procure for the Customer the right to use the Hosted Services in accordance with this Agreement.
12.6 The Customer warrants to the Provider that it has the legal right and authority to enter into this Agreement and to perform its obligations under this Agreement.
12.7 All of the parties’ warranties and representations in respect of the subject matter of this Agreement are expressly set out in this Agreement. To the maximum extent permitted by applicable law, no other warranties or representations concerning the subject matter of this Agreement will be implied into this Agreement or any related contract.
13. Acknowledgements and warranty limitations
13.1 The Customer acknowledges that complex software is never wholly free from defects, errors and bugs; and subject to the other provisions of this Agreement, the Provider gives no warranty or representation that the Hosted Services will be wholly free from defects, errors and bugs.
13.2 The Customer acknowledges that complex software is never entirely free from security vulnerabilities; and subject to the other provisions of this Agreement, the Provider gives no warranty or representation that the Hosted Services will be entirely secure.
13.3 The Customer acknowledges that the Hosted Services are designed to be compatible only with that software and those systems specified as compatible in the Hosted Services Specification; and the Provider does not warrant or represent that the Hosted Services will be compatible with any other software or systems.
13.4 The Customer acknowledges that the Provider will not provide any legal, financial, accountancy or taxation advice under this Agreement or in relation to the Hosted Services; and, except to the extent expressly provided otherwise in this Agreement, the Provider does not warrant or represent that the Hosted Services or the use of the Hosted Services by the Customer will not give rise to any legal liability on the part of the Customer or any other person.
14. Limitations and exclusions of liability
14.1 Nothing in this Agreement will:
(a) limit or exclude any liability for death or personal injury resulting from negligence;
(b) limit or exclude any liability for fraud or fraudulent misrepresentation;
(c) limit any liabilities in any way that is not permitted under applicable law; or
(d) exclude any liabilities that may not be excluded under applicable law.
14.2 The limitations and exclusions of liability set out in this Clause 14 and elsewhere in this Agreement:
(a) are subject to Clause 14.1; and
(b) govern all liabilities arising under this Agreement or relating to the subject matter of this Agreement, including liabilities arising in contract, in tort (including negligence) and for breach of statutory duty, except to the extent expressly provided otherwise in this Agreement.
14.3 Neither party shall be liable to the other party in respect of any losses arising out of a Force Majeure Event.
14.4 Neither party shall be liable to the other party in respect of any loss of profits or anticipated savings.
14.5 Neither party shall be liable to the other party in respect of any loss of revenue or income.
14.6 Neither party shall be liable to the other party in respect of any loss of use or production.
14.7 Neither party shall be liable to the other party in respect of any loss of business, contracts or opportunities.
14.8 Neither party shall be liable to the other party in respect of any loss or corruption of any data, database or software; providing that this Clause 14.8 shall not protect the Provider unless the Provider has fully complied with its obligations under Clause 6.5 and Clause 6.6.
14.9 Neither party shall be liable to the other party in respect of any special, indirect or consequential loss or damage.
14.10 The liability of each party to the other party under this Agreement in respect of any event or series of related events shall not exceed the greater of:
(a) 10,000$; and
(b) the total amount paid and payable by the Customer to the Provider under this Agreement in the 12-month period preceding the commencement of the event or events.
14.11 The aggregate liability of each party to the other party under this Agreement shall not exceed the greater of:
(a) 100,000$; and
(b) the total amount paid and payable by the Customer to the Provider under this Agreement.
15. Force Majeure Event
15.1 If a Force Majeure Event gives rise to a failure or delay in either party performing any obligation under this Agreement (other than any obligation to make a payment), that obligation will be suspended for the duration of the Force Majeure Event.
15.2 A party that becomes aware of a Force Majeure Event which gives rise to, or which is likely to give rise to, any failure or delay in that party performing any obligation under this Agreement, must:
(a) promptly notify the other; and
(b) inform the other of the period for which it is estimated that such failure or delay will continue.
15.3 A party whose performance of its obligations under this Agreement is affected by a Force Majeure Event must take reasonable steps to mitigate the effects of the Force Majeure Event.
16. Termination
16.1 This Agreement commences on the Effective Date and will continue until termination of all Order Forms, unless earlier terminated as provided for herein.
16.2 Either party may terminate this Agreement immediately by giving written notice of termination to the other party if the other party commits a material breach of this Agreement.
16.3 Subject to applicable law, either party may terminate this Agreement immediately by giving written notice of termination to the other party if:
(a) the other party:
(i) is dissolved;
(ii) ceases to conduct all (or substantially all) of its business;
(iii) is or becomes unable to pay its debts as they fall due;
(iv) is or becomes insolvent or is declared insolvent; or
(v) convenes a meeting or makes or proposes to make any arrangement or composition with its creditors;
(b) an administrator, administrative receiver, liquidator, receiver, trustee, manager or similar is appointed over any of the assets of the other party;
(c) an order is made for the winding up of the other party, or the other party passes a resolution for its winding up (other than for the purpose of a solvent company reorganization where the resulting entity will assume all the obligations of the other party under this Agreement); or
(d) if that other party is an individual:
(i) that other party becomes incapable of managing his or her own affairs as a result of illness or incapacity; or
(ii) that other party is the subject of a bankruptcy petition or order,
and if that other party dies then this Agreement shall automatically terminate.
17. Effects of termination
17.1 Upon the termination of this Agreement, all of the provisions of this Agreement shall cease to have effect, save that the following provisions of this Agreement shall survive and continue to have effect (in accordance with their express terms or otherwise indefinitely): Clauses 1, 7, 10.2, 10.4, 11, 12, 14, 17, 20 and 21.
17.2 Except to the extent expressly provided otherwise in this Agreement, the termination of this Agreement shall not affect the accrued rights of either party.
17.3 Within 30 days following the termination of this Agreement for any reason:
(a) the Customer must pay to the Provider any Charges in respect of Services provided to the Customer before the termination of this Agreement; and
(b) the Provider must refund to the Customer any Charges paid by the Customer to the Provider in respect of Services that were to be provided to the Customer after the termination of this Agreement,
without prejudice to the parties’ other legal rights.
18. Notices
18.1 Any notice from one party to the other party under this Agreement must be given by one of the following methods using the relevant contact details set out in Clause 18.2:
(a) delivered personally or sent by courier, in which case the notice shall be deemed to be received upon delivery; or
(b) sent by email, in which case the notice shall be deemed to be received 2 Business Days following posting,
providing that, if the stated time of deemed receipt is not within Business Hours, then the time of deemed receipt shall be when Business Hours next begin after the stated time.
18.2 The Provider’s contact details for notices under this Clause 18 are as follows: Datadeck 1100 boul. René-Lévesque Ouest, 25th floor, Montréal, Qc Canada H3B 4N4, legal@datadeck.co.
18.3 The addressee and contact details set out in Clause 18.2 may be updated from time to time by a party giving written notice of the update to the other party in accordance with this Clause 18.
19. Modifications
From time to time, Datadeck may modify this Agreement. Datadeck will use commercially reasonable efforts to notify Customer of the modifications and the effective date of such modifications through communications via Customer’s account, email, or other means.
Development Accounts: Customer must accept the modifications to continue accessing or using Development Accounts. If Customer objects to the modifications, its exclusive remedy is to cease any and all access and use of Development Accounts.
Production Access: If the effective date of the modifications is during the term of a paid Order Form for production access and Customer objects to the modifications, then (as its exclusive remedy) Customer may terminate its affected Order Form upon notice to Datadeck, and Datadeck will refund to client any fees it has pre-paid for use of the Services for the terminate portion of the term of the applicable Order. To exercise this right, Customer must provide Datadeck with notice of its objection and termination within thirty (30) days after Datadeck provides notice of the modifications.
Customer may be required to click to accept or otherwise agree to the modified Agreement in order to continue accessing or using the Services, and in any event continued access or use of the Services after the modified version of this Agreement goes into effect will constitute Customer’s acceptance of such modified version.
20. General
20.1 No breach of any provision of this Agreement shall be waived except with the express written consent of the party not in breach.
20.2 If any provision of this Agreement is determined by any court or other competent authority to be unlawful and/or unenforceable, the other provisions of this Agreement will continue in effect. If any unlawful and/or unenforceable provision would be lawful or enforceable if part of it were deleted, that part will be deemed to be deleted, and the rest of the provision will continue in effect (unless that would contradict the clear intention of the parties, in which case the entirety of the relevant provision will be deemed to be deleted).
20.3 This Agreement may not be varied except by a written document signed by or on behalf of each of the parties.
20.4 Neither party may without the prior written consent of the other party assign, transfer, charge, license or otherwise deal in or dispose of any contractual rights or obligations under this Agreement.
20.5 This Agreement is made for the benefit of the parties and is not intended to benefit any third party or be enforceable by any third party. The rights of the parties to terminate, rescind, or agree to any amendment, waiver, variation or settlement under or relating to this Agreement are not subject to the consent of any third party.
20.6 This Agreement shall be governed by and construed in accordance with State of New York law
20.5 The courts of the State of New York shall have exclusive jurisdiction to adjudicate any dispute arising under or in connection with this Agreement.