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Terms & Conditions

Software End User Licence Agreement

This End User Licence Agreement, including the License Document which by this reference is incorporated herein (this “Agreement“), is a binding agreement between Dispatch Integration Ltd. (“Licensor“) and the person or entity identified on the order form, invoice, purchase agreement or other document issued by Licensor on payment of amounts due (collective, the “License Document”) as the licensee of the Software (“Licensee“).

LICENSOR PROVIDES THE SOFTWARE SOLELY ON THE TERMS AND CONDITIONS SET FORTH IN THIS AGREEMENT AND ON THE CONDITION THAT LICENSEE ACCEPTS AND COMPLIES WITH THEM. 

BY SIGNING THE LICENSE DOCUMENT, OR BY CLICKING THE “I ACCEPT” BUTTON/CHECKING THE “ACCEPT” BOX ON THE LICENSE DOCUMENT, OR FULFFILLING ANY OTHER MEANS PROVIDED BY LICENSEE FOR CONFIRMATION OF YOUR ACCEPTANCE YOU ARE CONFIRMING THAT YOU (A) ACCEPT THIS AGREEMENT AND AGREE THAT LICENSEE IS LEGALLY BOUND BY ITS TERMS; AND (B) REPRESENT AND WARRANT: (I) THAT YOU ARE OF LEGAL AGE TO ENTER INTO A BINDING AGREEMENT; AND (II) IF LICENSEE IS A CORPORATION, GOVERNMENTAL ORGANIZATION OR OTHER LEGAL ENTITY, THAT YOU HAVE THE RIGHT, POWER AND AUTHORITY TO ENTER INTO THIS AGREEMENT ON BEHALF OF LICENSEE AND BIND LICENSEE TO ITS TERMS.  IF YOU DO NOT AGREE TO THE TERMS OF THIS AGREEMENT, YOU MUST NOT DOWNLOAD/INSTALL THE SOFTWARE OR DOCUMENTATION.

NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT OR YOUR OR LICENSEE’S ACCEPTANCE OF THE TERMS AND CONDITIONS OF THIS AGREEMENT, NO LICENCE IS GRANTED (WHETHER EXPRESSLY, BY IMPLICATION OR OTHERWISE) UNDER THIS AGREEMENT, AND THIS AGREEMENT EXPRESSLY EXCLUDES, ANY RIGHT CONCERNING ANY SOFTWARE THAT LICENSEE DID NOT ACQUIRE LAWFULLY OR THAT IS NOT A LEGITIMATE, AUTHORIZED COPY OF LICENSOR’S SOFTWARE.

  1. Definitions. For purposes of this Agreement, the following terms have the following meanings:
    1. Authorized Users” means solely those individuals authorized to use the Software pursuant to the licence granted under this Agreement, as set forth on the License Document.
    2. Documentation” means user manuals, technical manuals and any other materials provided by Licensor, in printed, electronic or other form, that describe the installation, operation, use or technical specifications of the Software.
    3. Intellectual Property Rights” means any and all registered and unregistered rights granted, applied for or otherwise now or hereafter in existence under or related to any patent, copyright, trade-mark, trade secret, database protection or other intellectual property rights laws, and all similar or equivalent rights or forms of protection, in any part of the world.
    4. Licence Fees” means the licence fees, including all taxes thereon, paid or required to be paid by Licensee for the licence granted under this Agreement.
    5. License Document” means the License Document filled out and submitted by or on behalf of Licensee, and accepted by Licensor, for Licensee’s purchase of the licence for the Software granted under this Agreement.
    6. Person” means an individual, corporation, partnership, joint venture, governmental authority, unincorporated organization, trust, association or other entity.
    7. Software” means the software programs for which Licensee is purchasing a licence, as expressly set forth in the License Document.
    8. Term” has the meaning set forth in Section 11.
    9. Third Party” means any Person other than Licensee or Licensor.
    10. Update” has the meaning set forth in Section 7.2.
  2. Licence Grant and Scope. Subject to strict compliance with all terms and conditions set forth in this Agreement the Licensor grants the Licensee a limited use trial of the Software for an initial [thirty (30) day] period, after which time, and subject to and conditional on Licensee’s payment of the Licence Fees and Licensee’s strict compliance with all terms and conditions set forth in this Agreement, Licensor hereby grants to Licensee a non-exclusive, non-transferable, non-sublicensable, limited licence during the Term to use, solely by and through its Authorized Users, the Software and Documentation, solely as set forth in this Section 2 and subject to all conditions and limitations set forth in Section 4 or elsewhere in this Agreement. This licence grants Licensee the right, exercisable solely by and through Licensee’s Authorized Users, to:
    1. 2.1.Download and Install in accordance with the Documentation one (1) copy of the Software on one (1) computer owned or leased, and controlled by, Licensee. In addition to the foregoing, Licensee has the right to make one (1) copy of the Software to be held offline and solely for archival and backup purposes, provided that Licensee shall not, and shall not allow any Person to, install or use such copy other than on a limited internal use basis for backup and disaster recovery purposes. All copies of the Software made by the Licensee:
      1. will be the exclusive property of the Licensor;
      2. will be subject to the terms and conditions of this Agreement; and 
      3. must include all trade-mark, copyright, patent, and other Intellectual Property Rights notices contained in the original.
    2. 2.2.Use and run the Software as properly installed in accordance with this Agreement and the Documentation, solely as set forth in the Documentation. Such use is permitted only on the computer on which the Software is installed, at the physical location thereof and not via any remote access or other network.
    3. 2.3.Download or otherwise make one (1) copy of the Documentation and use such Documentation solely in support of its licensed use of the Software in accordance herewith.  All copies of the Documentation made by Licensee:
      1. will be the exclusive property of Licensor;
      2. will be subject to the terms and conditions of this Agreement; and 
      3. must include all trade-mark, copyright, patent and other Intellectual Property Rights notices contained in the original.
  3. Use Restrictions.
    1. 3.1.Licensee shall not, and shall require its Authorized Users not to, directly or indirectly:
      1. use (including make any copies of) the Software or Documentation beyond the scope of the licence granted under Section 2;
      2. provide any other Person, including any subcontractor, independent contractor, affiliate, or service provider of Licensee, with access to or use of the Software or Documentation;
      3. modify, translate, adapt or otherwise create derivative works or improvements, whether or not patentable, of the Software or Documentation or any part thereof;
      4. combine the Software or any part thereof with, or incorporate the Software or any part thereof in, any other programs;
      5. reverse engineer, disassemble, decompile, decode or otherwise attempt to derive or gain access to the source code of the Software or any part thereof;
      6. remove, delete, alter or obscure any trade-marks or any copyright, trade-mark, patent or other intellectual property or proprietary rights notices provided on or with the Software or Documentation, including any copy thereof;
      7. except as expressly set forth in Section 2.1 and Section 2.3, copy the Software or Documentation, in whole or in part;
      8. rent, lease, lend, sell, sublicense, assign, distribute, publish, transfer or otherwise make available the Software, or any features or functionality of the Software, to any Third Party for any reason, whether or not over a network or on a hosted basis, including in connection with the internet or any web hosting, wide area network (WAN), virtual private network (VPN), virtualization, time-sharing, service bureau, software as a service (SaaS), cloud or other technology or service;
      9. use the Software or Documentation in, or in association with, the design, construction, maintenance or operation of any hazardous environments or systems; 
      10. use the Software or Documentation in violation of any law, regulation or rule; or
      11. use the Software or Documentation for purposes of competitive analysis of the Software, the development of a competing software product or service or any other purpose that is to the Licensor’s commercial disadvantage.
  4. Responsibility for Use of Software. Licensee is responsible and liable for all uses of the Software and Documentation through access thereto provided by Licensee, directly or indirectly. Specifically, and without limiting the generality of the foregoing, Licensee is responsible and liable for all actions and failures to take required actions with respect to the Software and Documentation by its Authorized Users or by any other Person to whom Licensee or an Authorized User may provide access to or use of the Software or Documentation, whether such access or use is permitted by or in violation of this Agreement.
  5. Compliance Measures.
    1. 5.1.The Software may contain technological copy protection or other security features designed to prevent unauthorized use of the Software, including features to protect against any use of the Software that is prohibited under Section 4. Licensee shall not, and shall not attempt to, remove, disable, circumvent or otherwise create or implement any workaround to, any such copy protection or security features.
  6. Maintenance and Support.
    1. 6.1.Subject to Section 6.3, the licence granted hereunder entitles Licensee to the basic software maintenance and support services described from time to time on Licensor’s website located at  https://dispatchintegration.com:
      1. for one (1) year following the date set forth on the License Document; and
      2. thereafter, solely if Licensee renews its right of access to the Software, including through the election for a renewal option or through the purchase of additional maintenance and support services as detailed in the License Documents.

Any maintenance and support services offered by Licensor shall be provided on the terms and conditions set forth in the License Documents and any contracts or agreements entered into between Licensor and Licensee in connection therewith.  Licensor’s support services may also be provided set forth at the Licensor’s website at https://dispatchintegration.com.

  1. 6.2.Maintenance and support services will include provision of such updates, upgrades, bug fixes, patches and other error corrections (collectively, “Updates“) as Licensor makes generally available free of charge to all licensees of the Software then entitled to maintenance and support services. Licensor may develop and provide Updates in its sole discretion, and Licensee agrees that Licensor has no obligation to develop any Updates at all or for particular issues. Licensee further agrees that all Updates will be deemed Software, and related documentation will be deemed Documentation, all subject to all terms and conditions of this Agreement. Licensee acknowledges that Licensor may provide Updates via download from a website designated by Licensor and that Licensee’s receipt thereof will require an internet connection, which connection is Licensee’s sole responsibility. Licensor has no obligation to provide Updates via any other media. Maintenance and support services do not include any new version or new release of the Software that Licensor may issue as a separate or new product, and Licensor may determine whether any issuance qualifies as a new version, new release or Update in its sole discretion.
  2. 6.3.Licensor has no obligation to provide maintenance and support services, including Updates:
    1. for any but the most current or immediately preceding version or release of the Software; 
    2. for any copy of Software for which all previously issued Updates have not been installed;
    3. if Licensee is in breach under this Agreement; or
    4. for any Software that has been modified other than by Licensor, or that is being used with any hardware, software, configuration or operating system not specified in the Documentation.
  3. Collection and Use of Information.
    1. 7.1.Licensee acknowledges that Licensor may, directly or indirectly through the services of Third Parties, collect and store information regarding use of the Software and about equipment on which the Software is installed or through which it otherwise is accessed and used, through: 
      1. the provision of maintenance and support services; and
      2. security measures included in the Software as described in Section 5.
    2. 7.2.Licensee agrees that the Licensor may use such information for any purpose related to any use of the Software by Licensee or on Licensee’s equipment, including but not limited to:
      1. improving the performance of the Software or developing Updates; and 
      2. verifying Licensee’s compliance with the terms of this Agreement and enforcing the Licensor’s rights, including all Intellectual Property Rights in and to the Software. 
    3. 7.3.Licensee and Licensor agree and acknowledge that information referred to in this Section 7 is limited to information relating to the Software, License Fees, payment information collected for the sole purpose of payment of said License Fees, the email address of Licensee and/or Authorized Users and the device on which the Software is downloaded and installed. No personally identifiable information, personal health information, or any other Licensee data not referred to in this Section 7.3 shall be collected or retained by Licensor. Upon termination of this Agreement, Licensee shall have the right to request Licensor delete information referred to in this Section 7.
  4. Intellectual Property Rights. Licensee acknowledges and agrees that the Software and Documentation are provided under licence, and not sold, to Licensee. Licensee does not acquire any ownership interest in the Software or Documentation under this Agreement, or any other rights thereto, other than to use the same in accordance with the licence granted and subject to all terms, conditions and restrictions under this Agreement. Licensor reserves and shall retain its entire right, title and interest in and to the Software and all Intellectual Property Rights arising out of or relating to the Software, except as expressly granted to the Licensee in this Agreement. Licensee shall safeguard all Software (including all copies thereof) from infringement, misappropriation, theft, misuse or unauthorized access. Licensee shall promptly notify Licensor if Licensee becomes aware of any infringement of the Licensor’s Intellectual Property Rights in the Software and fully cooperate with Licensor in any legal action taken by Licensor to enforce its Intellectual Property Rights.
  5. PAYMENT. All Licence Fees are payable annually in the manner set forth in the License Document and are non-refundable. Any renewal of the licence or maintenance and support services hereunder shall not be effective until the fees for such renewal have been paid in full.
  6. Term and Termination.
    1. 10.1.This Agreement and the licence granted hereunder shall remain in effect for the term set forth on the License Document or until terminated as set forth herein (the “Term“).
    2. 10.2.Licensor may terminate this Agreement, effective upon written notice to Licensee, if Licensee, breaches this Agreement and such breach: (i) is incapable of cure; or (ii) being capable of cure, remains uncured thirty (30) days after Licensor provides written notice thereof.
    3. 10.3.Licensor may terminate this Agreement, effective immediately, if Licensee files an assignment in bankruptcy or has a bankruptcy order made against it under any bankruptcy or insolvency law, makes or seeks to make a general assignment for the benefit of its creditors or applies for, or consents to, the appointment of a trustee, receiver, receiver-manager, monitor or custodian for all or a substantial part of its property.
    4. 10.4.Upon expiration or earlier termination of this Agreement, the licence granted hereunder shall also terminate, and Licensee shall cease using and destroy all copies of the Software and Documentation. No expiration or termination shall affect Licensee’s obligation to pay all Licensee Fees that may have become due before such expiration or termination, or entitle Licensee to any refund, in each case except as set forth in Section 11.3(b).
  7. Limited Warranties, Exclusive Remedy, and Disclaimer/Warranty Disclaimer.
    1. 11.1.Licensor warrants that, for a period of sixty (60) days following the licence date set forth on the License Document:
      1. any media on which the Software is provided will be free of material damage and defects in materials and workmanship under normal use; and
      2. the Software will substantially contain the functionality described in the Documentation and, when properly installed on a computer meeting the specifications set forth in, and operated in accordance with, the Documentation, will substantially perform in accordance therewith.

THE FOREGOING WARRANTIES DO NOT APPLY, AND LICENSOR STRICTLY DISCLAIMS ALL CONDITIONS AND WARRANTIES, WITH RESPECT TO ANY THIRD-PARTY MATERIALS.

  1. 11.2.The warranties set forth in Section 11.1(a) and Section 11.1(b) will not apply and will become null and void if Licensee breaches any provision of this Agreement, or if Licensee, any Authorized User, or any other Person provided access to the Software by Licensee or any Authorized User, whether or not in violation of this Agreement:
    1. installs or uses the Software on or in connection with any hardware or software not specified in the Documentation;
    2. modifies or damages the Software, or the media on which it is provided, including abnormal physical or electrical stress; or
    3. misuses the Software, including any use of the Software other than as specified in the Documentation.
  2. 11.3.If, during the period specified in Section 11.1, any Software covered by the warranty set forth in such Section fails to perform substantially in accordance with the Documentation, and such failure is not excluded from warranty under the Section 11.2, Licensor will, subject to Licensee’s promptly notifying Licensor in writing of such failure, at its sole option, either:
    1. repair or replace the Software, provided that Licensee provides Licensor with all information Licensor reasonably requests to resolve the reported failure, including sufficient information to enable the Licensor to recreate such failure; or
    2. refund the Licence Fees paid for such Software, subject to Licensee’s ceasing all use of and, if requested by Licensor, returning to Licensor all copies of the Software.

If Licensor repairs or replaces the Software, the warranty will continue to run from the initial date specified on the License Document and not from Licensee’s receipt of the repair or replacement. The remedies set forth in this Section 11.3 are Licensee’s sole remedies and Licensor’s sole liability under this Agreement.

  1. 11.4.EXCEPT FOR THE LIMITED WARRANTY SET FORTH IN SECTION 11.1, THE SOFTWARE AND DOCUMENTATION ARE PROVIDED TO LICENSEE “AS IS” AND WITH ALL FAULTS AND DEFECTS WITHOUT CONDITION OR WARRANTY OF ANY KIND. TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, LICENSOR, ON ITS OWN BEHALF AND ON BEHALF OF ITS AFFILIATES AND ITS AND THEIR RESPECTIVE LICENSORS AND SERVICE PROVIDERS, EXPRESSLY DISCLAIMS ALL CONDITIONS AND WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, WITH RESPECT TO THE SOFTWARE AND DOCUMENTATION, INCLUDING ALL IMPLIED CONDITIONS AND WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, QUIET POSSESSION AND NON-INFRINGEMENT, AND WARRANTIES THAT MAY ARISE OUT OF COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE OR TRADE PRACTICE. WITHOUT LIMITING THE FOREGOING, THE LICENSOR PROVIDES NO CONDITION, WARRANTY OR UNDERTAKING, AND MAKES NO REPRESENTATION OF ANY KIND THAT THE LICENSED SOFTWARE WILL MEET THE LICENSEE’S REQUIREMENTS, ACHIEVE ANY INTENDED RESULTS, BE COMPATIBLE OR WORK WITH ANY OTHER SOFTWARE, APPLICATIONS, SYSTEMS OR SERVICES, OPERATE WITHOUT INTERRUPTION, MEET ANY PERFORMANCE OR RELIABILITY STANDARDS OR BE ERROR FREE OR THAT ANY ERRORS OR DEFECTS CAN OR WILL BE CORRECTED.
  2. Limitation of Liability. TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW:
    1. 12.1.IN NO EVENT WILL LICENSOR OR ITS AFFILIATES, OR ANY OF ITS OR THEIR RESPECTIVE LICENSORS OR SERVICE PROVIDERS, BE LIABLE TO LICENSEE OR ANY THIRD PARTY FOR: (a) ANY: (i) USE, INTERRUPTION, DELAY OR INABILITY TO USE THE SOFTWARE; (ii) LOST REVENUES OR PROFITS; (iii) DELAYS, INTERRUPTION OR LOSS OF SERVICES, BUSINESS OR GOODWILL; (iv) LOSS OR CORRUPTION OF DATA; (v) LOSS RESULTING FROM SYSTEM OR SYSTEM SERVICE FAILURE, MALFUNCTION OR SHUTDOWN; (vi) FAILURE TO ACCURATELY TRANSFER, READ OR TRANSMIT INFORMATION; (vii) FAILURE TO UPDATE OR PROVIDE CORRECT INFORMATION; (viii) SYSTEM INCOMPATIBILITY OR PROVISION OF INCORRECT COMPATIBILITY INFORMATION; (ix) BREACHES IN SYSTEM SECURITY; OR (b) ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, SPECIAL, PUNITIVE OR EXEMPLARY DAMAGES, IN EACH CASE WHETHER ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE AND WHETHER OR NOT THE LICENSOR WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
    2. 12.2.IN NO EVENT WILL THE COLLECTIVE AGGREGATE LIABILITY OF LICENSOR AND ITS AFFILIATES, INCLUDING ANY OF ITS OR THEIR RESPECTIVE LICENSORS AND SERVICE PROVIDERS, UNDER OR IN CONNECTION WITH THIS AGREEMENT OR ITS SUBJECT MATTER, UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY AND OTHERWISE, EXCEED THE TOTAL AMOUNT PAID TO THE LICENSOR UNDER THIS AGREEMENT FOR THE SOFTWARE THAT IS THE SUBJECT OF THE CLAIM. 
    3. 12.3.THE LIMITATIONS SET FORTH IN SECTION 12.1 AND SECTION 12.2 SHALL APPLY EVEN IF THE LICENSEE’S REMEDIES UNDER THIS AGREEMENT FAIL OF THEIR ESSENTIAL PURPOSE.
  3. Export Regulation. The Software and Documentation may be subject to Canadian and international export control laws, policies, conventions and other regulations. The Licensee shall not, directly or indirectly, export, re-export or release the Software or Documentation to, or make the Software or Documentation accessible from, any jurisdiction or country to which export, re-export or release is prohibited by law, rule or regulation. The Licensee shall comply with all applicable federal laws, regulations and rules and complete all required undertakings (including obtaining any necessary export licence or other governmental approval), before exporting, re-exporting, releasing or otherwise making the Software or Documentation available outside Canada.
  4. Miscellaneous.
    1. 14.1.This Agreement is governed by and construed in accordance with the laws of the Province of Ontario and the federal laws of Canada applicable therein. Any legal suit, action or proceeding arising out of or related to this Agreement or the licences granted hereunder shall be instituted exclusively in the courts of the Province of Ontario, and each party irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action or proceeding. Service of process, summons, notice, or other document by mail to such party’s address set forth herein shall be effective service of process for any suit, action or other proceeding brought in any such court.
    2. 14.2.Licensor will not be responsible or liable to Licensee, or deemed in default or breach hereunder by reason of any failure or delay in the performance of its obligations hereunder where such failure or delay is due to strikes, labour disputes, civil disturbances, riot, rebellion, invasion, epidemic, hostilities, war, terrorist attack, embargo, natural disaster, acts of God, flood, tsunami, fire, sabotage, fluctuations or non-availability of electrical power, heat, light, air conditioning or Licensee equipment, loss and destruction of property or any other circumstances or causes beyond Licensor’s reasonable control.
    3. 14.3.All notices, requests, consents, claims, demands, waivers and other communications hereunder shall be in writing and shall be deemed to have been given: (i) when delivered by hand (with written confirmation of receipt); (ii) when received by the addressee if sent by a nationally recognized overnight courier (receipt requested); (iii) on the date sent by facsimile or e-mail (with confirmation of transmission) if sent during normal business hours of the recipient, and on the next business day if sent after normal business hours of the recipient; or (iv) on the third (3rd) day after the date mailed, by certified or registered mail, return receipt requested, postage prepaid. Such communications must be sent to the respective parties at the addresses set forth on the License Document (or to such other address as may be designated by a party from time to time in accordance with this Section 14.3).
    4. 14.4.This Agreement, together with the License Document, constitutes the sole and entire agreement between Licensee and Licensor with respect to the subject matter contained herein, and supersedes all prior and contemporaneous understandings, agreements, representations and warranties, both written and oral, with respect to such subject matter. 
    5. 14.5.Licensee shall not assign or otherwise transfer any of its rights, or delegate or otherwise transfer any of its obligations or performance, under this Agreement, in each case whether voluntarily, involuntarily, by operation of law or otherwise, without Licensor’s prior written consent, which consent Licensor may give or withhold in its sole discretion. No delegation or other transfer will relieve Licensee of any of its obligations or performance under this Agreement. Any purported assignment, delegation or transfer in violation of this Section 14.5 is void. Licensor may freely assign or otherwise transfer all or any of its rights, or delegate or otherwise transfer all or any of its obligations or performance under this Agreement without Licensee’s consent. This Agreement is binding upon and enures to the benefit of the parties hereto and their respective permitted successors and assigns.
    6. 14.6.This Agreement is for the sole benefit of the parties hereto and their respective successors and permitted assigns and nothing herein, express or implied, is intended to or shall confer on any other Person any legal or equitable right, benefit or remedy of any nature whatsoever under or by reason of this Agreement.
    7. 14.7.This Agreement may only be amended, modified or supplemented by an agreement in writing signed by each party hereto. No waiver by any party of any of the provisions hereof shall be effective unless explicitly set forth in writing and signed by the party so waiving. Except as otherwise set forth in this Agreement, no failure to exercise, or delay in exercising, any right, remedy, power or privilege arising from this Agreement shall operate or be construed as a waiver thereof; nor shall any single or partial exercise of any right, remedy, power or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power or privilege.
    8. 14.8.If any term or provision of this Agreement is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality or unenforceability shall not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction.
    9. 14.9.For purposes of this Agreement, (a) the words “include,” “includes,” and “including” shall be deemed to be followed by the words “without limitation”; (b) the word “or” is not exclusive; and (c) the words “herein,” “hereof,” “hereby,” “hereto,” and “hereunder” refer to this Agreement as a whole. Unless the context otherwise requires, references herein: (i) to Sections refer to the Sections of this Agreement; (ii) to an agreement, instrument, or other document means such agreement, instrument, or other document as amended, supplemented, and modified from time to time to the extent permitted by the provisions thereof; and (iii) to a statute means such statute as amended from time to time and includes any successor legislation thereto and any regulations promulgated thereunder. This Agreement shall be construed without regard to any presumption or rule requiring construction or interpretation against the party drafting an instrument or causing any instrument to be drafted. The License Document referred to herein shall be construed with, and as an integral part of, this Agreement to the same extent as if they were set forth verbatim herein. Unless otherwise stated, all dollar amounts referred to in this Agreement are stated in Canadian dollars.
    10. 14.10.The parties confirm that it is their express wish that this Agreement, as well as any other documents related to this Agreement, including notices, schedules and authorizations, have been and shall be drawn up in the English language only. Les parties aux présentes confirment leur volonté expresse que cette convention, de même que tous les documents s’y rattachant, y compris tous avis, annexes et autorisations s’y rattachant, soient rédigés en langue anglaise seulement.
    11. 14.11.The headings in this Agreement are for reference only and do not affect the interpretation of this Agreement.

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