Terms of Service

Last Updated: October 3, 2025

Page Technologies Inc. ("Page," "us," "we," or "our") develops, owns, and operates the proprietary "Page" platform, a software service that enables users to access real-time insights and information related to government activities, as may be further described on the Site (defined below) (the "Page Platform"). The Page Platform includes any text, pictures, designs, images, videos, illustrations, music, sound, articles, publications, media, data, information, materials, and any other electronic or digital content (collectively, the "Content") that Page makes available at or through the Page Platform through its website, located at https://withpage.com/ ("Site"). These Page Software-as-a-Service Terms of Service (the "Terms of Service", and any addenda, attachments, exhibits, and/or amendments hereto, as amended from time to time, collectively the "Agreement") form an Agreement between Page and you and govern your access to and use of the Page Platform. This Agreement is entered into on the earlier of the date Customer first uses any part of the Page Offering (defined below) and the date Customer agrees to be bound by this Agreement ("Effective Date"). The term "you", "your", or "Customer" refers to the person, or entity accessing or otherwise using the Page Platform or any part thereof ("use" or "using" in these Terms of Service will mean any of the foregoing). "Order Form" means the ordering document, online registration, order description or order confirmation referencing these Terms of Service.

BY USING THE PAGE PLATFORM, CUSTOMER ACKNOWLEDGES THAT CUSTOMER HAS READ, ACCEPTS AND AGREES TO BE BOUND BY AND COMPLY WITH THE TERMS AND CONDITIONS SET OUT IN THIS AGREEMENT, AS AMENDED FROM TIME TO TIME IN ACCORDANCE WITH SECTION 1. IF CUSTOMER DOES NOT ACCEPT AND AGREE TO BE BOUND BY THIS AGREEMENT, CUSTOMER WILL IMMEDIATELY CEASE ANY FURTHER USE OF THE PAGE PLATFORM. BY USING THE PAGE PLATFORM, CUSTOMER REPRESENTS AND WARRANTS TO PAGE THAT CUSTOMER HAS THE CAPACITY TO ENTER INTO THIS LEGALLY BINDING AGREEMENT. IF CUSTOMER IS USING THE PAGE PLATFORM ON BEHALF OF ANOTHER PERSON, CUSTOMER HEREBY REPRESENTS AND WARRANTS TO PAGE THAT CUSTOMER HAS THE AUTHORITY TO BIND SUCH PERSON TO THIS AGREEMENT.

THE PAGE PLATFORM MAY NOT BE ACCESSED OR USED FOR PURPOSES OF MONITORING ITS AVAILABILITY, PERFORMANCE OR FUNCTIONALITY, OR FOR ANY OTHER BENCHMARKING OR COMPETITIVE PURPOSES. PAGE DIRECT COMPETITORS ARE PROHIBITED FROM ACCESSING OR USING THE PAGE PLATFORM EXCEPT WITH PAGE'S PRIOR WRITTEN CONSENT.

If you signed an offline variant of this Agreement for use of the Page Offering, the terms below do not apply to you, and your offline terms govern your use of the applicable Page Offering.

Changes to these Terms of Service

Except where prohibited by applicable law, we reserve the right to change these Terms of Service by posting a new version on the Site. Your continued access to or use of the Page Offering after any changes to these Terms of Service indicates your acceptance of such changes. It is your responsibility to review these Terms of Service regularly.

Your User ID and Account

  • To access certain features of the Page Platform, you may be required to successfully sign up for a user account (an "Account") using interfaces made available you by us and select a username and password login credentials (the "User ID").
  • After completing registration for an Account, you will be able to access your Account by using your User ID or a valid authentication method that is linked to your Account, which may include any authentication method that we make available to you from time to time (each, an "Authentication Method"). Page makes use of third party providers to provide authentication services, we are not responsible for any error by, or other acts or omissions of, any such third party provider of authentication services. You will keep your User ID, Account and Authentication Method secure and will not grant access to or otherwise share your User ID, Account and Authentication Method with any other person. Except for access to elements of the Page Platform in jurisdictions that mandate the availability of account-free access to such elements of the Page Platform, you will only access and use the Page Platform using your Account or Authentication Method. You will immediately notify us if your User ID or Authentication Method is lost or stolen or if you become aware of any actual or suspected unauthorized use of your Account or Authentication Method.
  • You must provide us with true, accurate, current, and complete information relating to your Account. If we believe or suspect that your information is not true, accurate, current, or complete, we may deny or terminate your access to or use of the Page Platform. We reserve the right to disable any Account or Authentication Method issued to you at any time in our sole discretion. If we disable access to your Account or Authentication Method, you may be prevented from accessing or using the Page Platform or any portion thereof.
  • You agree to monitor and control all activity associated with your Account. Page is entitled to act on instructions received through your Account. Page is not responsible for any actions taken or transactions made to or from your Account by any other party using your User ID or Authentication Method. You are solely responsible for any and all use of your User ID, Authentication Method and all transactions or activities that occur under or in connection with the User ID and Authentication Method, including any charges incurred due to usage of the lost or stolen or unauthorized access to your User ID or Authentication Method. Without limiting any rights which we may otherwise have, we reserve the right to take any and all action, as we deem necessary or reasonable, to ensure the security of the Page Platform and your Account, including terminating your Account or Authentication Method or changing your User ID. We may also request additional information from you to authenticate your Account prior to authorizing transactions on your Account. You agree to be responsible for any act or omission of any persons that access the Page Platform under your User ID and Authentication Method that, if undertaken by you, would be deemed a violation of these Terms of Service.

Page Offering

  • Subject to Customer's ongoing compliance with the terms and conditions of this Agreement, during the period of time indicated on the Order Form and any renewal unless earlier terminated in accordance with this Agreement ("Order Term"), Page will make the Page Platform available to Customer for use by Customer, its employees (each a "Authorized Users") and Customer's customers, if such access is permitted by Page in the Page Platform or otherwise approved in writing by Page (each a "Client User"). "Permitted Users" means the Authorized Users and the Client Users.
  • Subject to Customer's ongoing compliance with the terms and conditions of this Agreement, Page hereby grants Customer a non-exclusive, revocable, limited, non-sublicensable, non-transferable (except as permitted in Section 15(b)), non sublicensable (except for permitted use by Permitted Users), right during the Order Term, to access and use the Page Platform solely for Customer's internal use. As part of its access and use of the Page Platform, Customer will be able to track a trackable entity in the Page Platform.
  • The Page Platform leverages third party large language models and AI algorithms and platforms ("Third-Party Services") to generate suggested text, information, results, images, and other materials (collectively, the "Output") in response to your prompts ("Prompts"). Page does not make any warranties, covenants or representations with respect to Third-Party Services or any Output provided in connection therewith. Page is not responsible for Outputs, and you are responsible for checking Outputs for accuracy and suitability. The Outputs provided by the Page Platform do not reflect the views, opinions, or recommendations of Page, our affiliates or our personnel. The Page Platform may include data and software from third parties. Some third-party providers may require Page to pass additional terms through to you. The third-party providers change their terms occasionally and new third-party providers are added from time to time. We may provide links to such third-party providers terms to you from time to time. You agree to comply with all applicable third-party terms therein. We cannot guarantee the continued availability of such third party products, data, services or features and may cease providing them without entitling Customer to any refund, credit, or other compensation, if for example and without limitation, the provider of a third-party providers ceases to make the third-party providers' products, data, features or services available for interoperation or otherwise in connection with the corresponding service features in a manner acceptable to Page. Page is not responsible for any disclosure, Modification (defined below) or deletion of Customer Property (defined below) resulting from access by such third-party providers' products, data, features or services or its third-party providers. Without limiting the foregoing, Page disclaims all liability, whether under contract, tort (including negligence), or otherwise, regardless of whether foreseeable or contemplated by the parties, arising from Customer's use of Third-Party Services or other third-party technology, software, products, and other offerings and Page's indemnification obligations under the Agreement do not apply to allegations arising from Third-Party Services or other third-party technology, software, products, and other offerings.
  • Page may engage third parties to assist it in providing the Page Platform, Support Services (defined below) and Professional Services (defined below), (collectively "Page Offering") or any part thereof without consent of Customer and without notice to Customer. The delegating or subcontracting of all or any part of Page's obligations under this Agreement to any subcontractor or other third party will be subject to Customer's prior written approval and will not relieve Page from any obligation or liability under this Agreement.
  • From time to time, we may make available products, services, features, or functionality to you that are not generally made available to our customers or are designated as alpha, beta, experimental, pilot, trial, preview, pre-release, pre-production, early access, or similar designation ("Beta Services"). The purpose of Beta Services testing is to evaluate the functionality, performance, and usability of the Beta Services. Beta Services are not Page Offering under this Agreement. The Beta Services: (i) are not a final product and may contain defects, bugs, and other issues; and (ii) are being provided solely on an "AS IS" and "AS AVAILABLE" basis without any warranty of any kind, and may be modified or discontinued in our sole discretion at any time. YOU ASSUME ALL RISKS AND COSTS ASSOCIATED WITH YOUR USE OF THE BETA SERVICES. Additionally, we are not obligated to provide any indemnity, maintenance, technical, or other support for the Beta Services.

Restrictions on Use; Customer Responsibilities

A. Customer must not itself, and will not permit others to:

  1. sub-license, sell, rent, lend, lease or distribute the Page Property (defined below) or any and all registered and unregistered rights granted, applied for or otherwise now or hereafter in existence under or related to any patent, copyright, trademark, 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 ("Intellectual Property Rights") therein or otherwise make the Page Property available to others;
  2. use the Page Platform to permit timesharing, service bureau use or commercially exploit the Page Platform;
  3. use or access the Page Offering, other Page Property (defined below) or Outputs: (i) for any personal, family or household use; (ii) in violation of any applicable law or Intellectual Property Right; or (iii) in a manner that threatens the security or functionality of the Page Platform;
  4. use the Page Offering to create, collect, transmit, store, use or Process (defined below) any data, information, content, records, or files loaded, transmitted or entered into the Page Offering by you (the "Customer Data") that:
    • contains any computer viruses, worms, malicious code, or any software intended to damage or alter a computer system or data;
    • Customer does not have the lawful right to create, collect, transmit, store, use or Process;
    • violates any applicable laws, or infringes, violates or otherwise misappropriates the intellectual property or other rights of any third party (including any moral right, privacy right or right of publicity);
    • contains any Personal Information (defined below), other than information about you that you provide to us in connection with the creation or administration of Account. ("Account Information"). For example, Account Information includes BCI, usernames, and billing information associated with Account, required by Page to set up accounts for Customer. "BCI" means Customer's and its Permitted Users' names, work titles, work phone numbers, and work email addresses associated with Account; or
    • contains any material non-public information as defined under applicable securities laws;
  5. download (in any way whatsoever including automatically download) print in whole or in parts, mine, scrape or index, any data that is made available to Customer as part of the Page Property, other than as expressly permitted by Page in writing;
  6. use any Content made available to Customer as part of the Page Platform, other than as expressly permitted by Page in writing;
  7. use the Page Platform to circumvent the intended features, functionality or limitations of the Page Platform, including any content filters, safety controls, or guardrails regarding the Content that are made available to Customer as part of the Page Platform;
  8. run or install any computer software or hardware on the Page Platform or network that supports or hosts the Page Platform;
  9. automatically connect (whether through APIs or otherwise) the data made available to Customer as part of the Page Platform to other data, software, services or networks, other than as expressly permitted by Page in writing;
  10. use the Page Platform, Page Property, Outputs or our third-party providers' property to train any AI or machine learning algorithms or software or create any derivative works, compilations or collective works or in any manner or for any purpose that infringes, misappropriates, or otherwise violates any Intellectual Property Right or other right of any person, or that violates any applicable law;
  11. allow any third parties to access, use or benefit from Page Property in any way;
  12. Modify the Page Platform or other Page Property;
  13. reverse engineer, de-compile or disassemble the Page Property or Outputs;
  14. remove or obscure any proprietary notices or labels on the Page Platform, including brand, copyright, trademark and patent or patent pending notices;
  15. access or use the Page Offering, other Page Property, or any Outputs for the purpose of building a similar or competitive product or service;
  16. generate Outputs using inputs or Prompts designed to intentionally infringe the Intellectual Property Rights of any third party;
  17. perform any vulnerability, penetration or similar testing of the Page Platform; or
  18. use or access the Page Platform, other Page Property or Outputs for any purpose or in any manner not expressly permitted in this Agreement.

(B) Customer will not create any Account for a Client User unless permitted in writing by Page. Customer is responsible and liable for all uses of the Page Offering resulting from access provided by Customer, directly or indirectly, whether such access or use is permitted by or in violation of this Agreement. Without limiting the generality of the foregoing, Customer is responsible for all acts and omissions of Permitted Users, and any act or omission by a Permitted User that would constitute a breach of this Agreement if taken by Customer will be deemed a breach of this Agreement by Customer. Customer will use all reasonable efforts to make all Permitted Users aware of this Agreement's provisions as applicable to such Permitted User's use of the Page Offering and shall cause Permitted Users to comply with such provisions.

(C) Customer will ensure that all use, access or receipt of the Page Platform, Outputs, third-party data providers' products, data or services and any Page Property is pursuant to this Agreement and complies with this Agreement.

Suspension of Access; Scheduled Downtime; Modifications

Page may, from time to time and in its discretion, without limiting any of its other rights or remedies at law or in equity, under this Agreement:

A. suspend Customer's access to or use of the Page Offering or any component thereof:

  1. for scheduled maintenance;
  2. due to a Force Majeure Event (defined below);
  3. if Page believes in good faith that Customer or any of its Permitted Users has violated any provision of this Agreement;
  4. to address any emergency security concerns;
  5. if required to do so by a governmental or regulatory authority or as a result of a change in applicable laws;
  6. if any Outputs are or are alleged to infringe the Intellectual Property Rights of any person; or
  7. for any other reason as provided in this Agreement (any such suspension described in Section 5(A) (a) through (g), a "Suspension"). Page will lift any such Suspension when the circumstances giving rise to the Suspension have been resolved to Page's satisfaction. At Customer's request, Page will, unless prohibited by applicable law, notify Customer of the basis for the Suspension as soon as is reasonably possible. Page will have no liability, whether under contract, tort (including negligence), or otherwise, regardless of whether foreseeable or contemplated by the parties, for any damages, Losses (defined below) or liabilities (including Loss of data or profits), or any other consequences that Customer or any Permitted User may incur because of a Suspension; and

(B) make any Modifications to the Page Offering provided that such Modifications do not result in any material reduction to the functionality or performance of the Page Offering. Customer is required to accept all patches, bug fixes and updates made by or on behalf of Page to the Page Platform.

Professional Services

Page will perform consulting, training and other professional services described in the Site ("Professional Services"). Professional Services may include delivery of deliverables ("Deliverables") to Customer. Customer acknowledges and agrees that Page's performance of the Professional Services is dependent on Customer's performance of certain activities and tasks as may be reasonably requested by Page to facilitate Page's timely performance of the Professional Services, including, without limitation, providing Page with access to sufficiently qualified employees of Customer, Customer facilities, or working space or office support at such Customer facilities ("Dependencies"). Page will not be liable for any delay or non-performance of any Professional Services caused by Customer's non-performance or inadequate performance of any Dependencies. All Professional Services will be performed remotely unless otherwise mutually agreed by the parties in writing. Within 5 business days of Page's delivery of a Deliverable, Customer will provide Page with written notice of its acceptance or rejection of such Deliverable. If Customer rejects any such Deliverable, Page will correct the deficiencies set out in Customer's notice of rejection for such Deliverable. Once Page has notified Customer that it has completed such corrections, Customer will have 5 business days from the date of such notice to re-test the Deliverable. If Customer uses any Deliverable delivered by Page or fails to give notice of acceptance or rejection within the time period set out herein, such use of any Deliverable or failure to give notice of acceptance or rejection will constitute Customer's deemed acceptance of such Deliverable (provided such acceptance shall not be deemed to be waiver of any otherwise breach or liability under this Agreement).

Ownership; Reservation of Rights

  • Subject to the rights granted in this Section 3, retain all right, title and interest, including any Intellectual Property Rights in and to Customer Data, Customer's Confidential Information (defined below) and Prompts (collectively "Customer Property"). For clarity and avoidance of all doubt, Customer Property does not include any Page Property. Customer grants Page: (A) a non-exclusive, worldwide, royalty-free, irrevocable, sublicensable, non transferable (except as permitted in Section 15(b)) and fully paid-up license during the Term to collect, use, modify, retrieve, disclose, retain, store, delete or manage ("Process") Customer Property solely as necessary to provide the Page Offering; and (B) a non-exclusive, perpetual, worldwide, royalty-free, irrevocable, sublicensable, transferable, and fully paid-up license Process Customer Property with the exception of Customer's Personal Information to: (x) produce or generate information and other data that is collected or generated by Page related to how individual users interact with the Page Offering, including frequency and duration of usage, specific features or functions accessed, user preferences and patterns of behavior ("Usage Data"); and (y) generate data that is non-identifiable as to any individual and otherwise does not constitute "personal information" under privacy law ("Anonymous Data"). For the avoidance of doubt, the Processing of Anonymous Data and Usage Data will not be subject to the terms of the Privacy Policy (defined below). Page may Process the Anonymous Data and Usage Data for any purpose and without restriction or obligation to Customer of any kind. Anonymous Data and Usage Data are not Customer Property and are not Customer's Confidential Information.
  • Page or its licensors retain all right, title and interest, including any Intellectual Property Rights in and to: (i) the Page Offering; (ii) Anonymous Data, Usage Data and metadata; (iii) any documentation provided by Page in any form whatsoever, including any reports, records, specifications, requirements, user manuals, user guides, operations manuals, training materials, instructions, or plans ("Documentation"); (iv) all other Page's Confidential Information, including any reports or Deliverables generated from the Page Offering; and (v) any modifications, improvements, customizations, updates, enhancements, aggregations, compilations, derivative works, translations and adaptations (collectively the "Modifications") to the foregoing (i), (ii), (iii) and (iv) (collectively "Page Property").
  • Without Section 3(b), Page hereby grants Customer a limited, non exclusive, non transferable (except as permitted in Section 15(b)), non sublicensable (except for use by Permitted Users), revocable license during the Order Term, to access and use Documentation, Deliverables, reports, graphs and results made available to the Customer through the Page Offering, solely for Customer's internal use for the purpose of use and receipt of the Page Offering.
  • All rights not expressly granted by a party to the other party under the Agreement are reserved.
  • To the extent that you submit ideas, suggestions, documents, or proposals regarding the Page Offering to Page ("Feedback"), you acknowledge and agree that:
    • the Feedback does not contain confidential or proprietary information and Page is not under any obligation of confidentiality with respect to the Feedback; and
    • Page will be entitled to use, commercialize or disclose (or to choose not to use, commercialize, or disclose) such Feedback for any purpose, in any way, in any manner, and to anyone worldwide without any compensation or reimbursement of any kind to you for such use.

Privacy

Customer understands that any information about an identifiable individual ("Personal Information") transferred to Page's will be treated in accordance with Page's privacy policy located at: https://withpage.com/privacy-policy ("Privacy Policy").

Support Services

Subject to Customer's compliance with this Agreement, Customer will:

  1. receive maintenance and updates, at Page's discretion, to the Page Platform from time to time; and
  2. have access to Page's standard technical support, (collectively the "Support Services").

Fees and Payment

  • Except where prohibited by applicable law, pricing and availability of the Page Offering is subject to change at any time prior to purchase. Customer will pay the fees for the Page Offering are as published at the Site, or otherwise agreed to in an applicable Order Form ("Fees"). Unless otherwise set forth in these Terms of Service: (i) all Fees identified are in the currency billed by Page in an electronic bill or an applicable invoice; and (ii) Fees are non-cancelable and non-refundable. Certain Page Offering may be designated as fee-free or otherwise available without triggering a payment for a limited time or based on usage limits. Specific Fees agreed to in an Order Form is applicable for the specified Order Term, may be required to be payable in advance, and is subject to quantities purchased not being decreased during the Order Term. To the extent Customer's use exceeds the usage specified in the Site or Order Form, Page will bill Customer for the excess use in arrears calculated based on the pricing published at the Site or as otherwise agreed to in an applicable Order Form.
  • We may issue an electronic bill or invoice to Customer including, if applicable, Fees based on Customer's use of the Page Offering or other services during the applicable Fee billing period. We reserve the right to correct pricing errors or mistakes at any time.
  • To pay your Fees, you will need to provide Page or, if applicable, a third-party payment processor (the "Payment Processor") with the information necessary to process payment from you, including the billing information requested on the Site or the applicable Payment Processor's platform. The processing of payments will be subject to the terms, conditions and privacy policies of the Payment Processor, if any, in addition to this Agreement. We are not responsible for any error by, or other acts or omissions of, any Payment Processor. You may pay for your Fees via credit card or any other manner then available on the Site or applicable Payment Processor's platform. By submitting your payment information to us or the Payment Processor, you authorize us or the Payment Processor to charge the applicable payment method at our or their convenience (but within thirty (30) days of credit card authorization). You represent and warrant that you will not use any credit card or other form of payment unless you have all necessary authorization to do so. We assume that because payments require a valid credit card, only persons age 18 or over are paying Fees and providing us or the Payment Processor with the information requested during the payment process. We or the Payment Processor are not liable in the event others acting with or without your permission use your credit card or other means of payment to make purchases on the Site or the Payment Processor's platform; however, you may report any unauthorized use to us or the Payment Processor, and we or the Payment Processor will use reasonable measures within our control to help prevent future unauthorized use of your card. We reserve the right to correct any errors or mistakes that any Payment Processor makes even if it has already requested or received payment.
  • The terms of your payment will be based on your chosen payment provider and may be determined by agreements between you and the financial institution, credit card issuer or other provider of your chosen payment method. If we, either through the Payment Processor or otherwise, do not receive payment from you, you agree to pay all amounts due on your billing Account upon demand.
  • You must keep a valid payment method on file with us to pay for all incurred and recurring Fees.
  • Subscriptions to the Page Platform ("Subscriptions") are automatically charged each billing period (whether weekly, monthly, annually, or another period). You may cancel your Subscription at any time, which will take effect at the end of your then-current billing period.
  • Fees do not include, and may not be reduced to account for, any taxes, which may include local, state, provincial, federal or foreign taxes, withholding taxes, levies, duties or similar governmental assessments of any nature, including, but not limited to, value-added taxes, excise, sales, use, gross receipts, GST or HST, personal property, services taxes, consumption taxes or other taxes (collectively "Taxes"). Customer will be responsible for and pay all Taxes imposed on the Page Offering or any other services provided under this Agreement, other than taxes based on the net income or profits of Page. If Page has a legal obligation to pay or collect Taxes for which Customer is responsible under this Agreement, the appropriate amount shall be computed based on Customer's address listed in the Site or Order Forms, unless Customer provides Page with a valid tax exemption certificate authorized by the appropriate taxing authority.
  • Page reserves the right to increase the Fees of the Page Offering. If the price of your Subscription changes, we will notify you, and such price change will be applicable to the next payment due at least 30 days after such notice. If the next payment due date is within 30 days of such notice, you will not be charged the updated Subscription price for such payment. You may cancel a Subscription if you do not accept any increased Subscription prices, as set out in Section 10(f) above.
  • Any payment dispute must be submitted in good faith before the date on which a payment is due. If Page, having reviewed the dispute in good faith, determines that certain billing inaccuracies are attributable to Page, Page will either issue a corrected invoice or a credit specifying the incorrect amount in the affected invoice. If a disputed invoice has not yet been paid, Page will apply the credit amount to a disputed invoice and Customer will be responsible for paying the resulting net balance due on that invoice. Refunds given by Page for billing inaccuracies under this Section will be in the form of credit for the applicable Page Offering. Nothing in this Agreement obligates Page to extend credit to any party.
  • Late payments (which do not include amounts subject to a good faith payment dispute submitted before the date on which a payment is due), may bear interest, where permissible, at the rate of 1.5% per month (or the highest rate permitted by law, if less) from the date on which such payment is due until paid in full. Customer will be responsible for all reasonable expenses (including attorneys' fees) incurred by Page in collecting such delinquent amounts. Further, in the event of any late payment for the Page Offering, Page may disable or limit access to or use of the Page Offering (or components of the Page Offering) until payment is received. Page reserves any other rights of collection it may have. Any Suspension of the Page Offering by Page pursuant to this Agreement will not excuse Customer from its obligation to make payments under this Agreement.
  • Page may make Page Platform available to Customer for free trial ("Free Trial"). Use of Free Trial is subject to the terms and conditions of this Agreement. In the event of a conflict between this section and any other portion of this Agreement, this section shall control. Free Trial are provided to Customer without charge up to certain limits as described in the Site, applicable Order Form or Documentation. Usage over these limits requires your purchase of additional resources or services. Customer agrees that Page, in its sole discretion and for any or no reason, may terminate Customer's access to the Free Trial or any part thereof. Customer agrees that any termination of Customer's access to the Free Trial may be without prior notice, and Customer agrees that Page will not be liable to Customer or any third party for such termination. Customer is solely responsible for exporting Customer Data from the Free Trial prior to termination of Customer's access to the Free Trial for any reason. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THE "WARRANTY; DISCLAIMER; INDEMNITY" AND "LIMITATION OF LIABILITY" SECTIONS HEREIN, THE FREE TRIAL ARE PROVIDED "AS-IS" WITHOUT ANY WARRANTY AND PAGE SHALL HAVE NO LIABILITY OF ANY TYPE WITH RESPECT TO THE FREE TRIAL UNLESS SUCH EXCLUSION OF LIABILITY IS NOT ENFORCEABLE UNDER APPLICABLE LAW IN WHICH CASE PAGE'S LIABILITY WITH RESPECT TO THE FREE TRIAL SHALL NOT EXCEED USD\$100.00. WITHOUT LIMITING THE FOREGOING, PAGE, ITS AFFILIATES AND ITS LICENSORS DO NOT REPRESENT OR WARRANT TO CUSTOMER THAT: (I) CUSTOMER'S USE OF THE FREE TRIAL WILL MEET CUSTOMER'S REQUIREMENTS; (II) CUSTOMER'S USE OF THE FREE TRIAL WILL BE UNINTERRUPTED, TIMELY, SECURE OR FREE FROM ERROR; AND (III) DATA PROVIDED THROUGH THE FREE TRIAL WILL BE ACCURATE. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THE "LIMITATION OF LIABILITY" SECTION BELOW, CUSTOMER SHALL BE FULLY LIABLE UNDER THIS AGREEMENT TO PAGE AND ITS AFFILIATES FOR ANY DAMAGES ARISING OUT OF CUSTOMER'S USE OF THE FREE TRIAL, ANY BREACH BY CUSTOMER OF THIS AGREEMENT AND ANY OF CUSTOMER'S INDEMNIFICATION OBLIGATIONS HEREUNDER.

Confidential Information

  • Definitions. For the purposes of this Agreement, a party or any of its affiliates, customers, employees, licensors or suppliers receiving Confidential Information will be "Recipient", the party disclosing such information will be "Discloser" and "Confidential Information" of Discloser means any and all information of Discloser or any of its affiliates, and in the case of Page, any of its subcontractors, service providers, licensors or customers that has or will come into the possession or knowledge of Recipient in connection with or as a result of entering into this Agreement, including information concerning Discloser's past, present or future customers, suppliers, technology or business, Page Property, this Agreement and where Discloser is Customer, Customer's Confidential Information includes Customer Data. Notwithstanding the foregoing, except with respect to Personal Information, Confidential Information does not include any information that: (i) is publicly available prior to it being obtained by or becoming known to Recipient, or that subsequently becomes publicly available through no breach of this Agreement by Recipient; (ii) Recipient can demonstrate (through written records) was known to it prior to it being obtained by or becoming known to Recipient in connection with or as a result of entering into this Agreement; (iii) becomes known to Recipient from a third party, where Recipient had no reason to believe that such third party had any obligation of confidence with respect to such information, but only until Recipient subsequently comes to have reason to believe that such information was subject to an obligation of confidence; or (iv) Recipient can demonstrate (through written records) was developed independently by it or by individuals employed or engaged by Recipient who did not have any access to, or the benefit of, the Confidential Information of Discloser.
  • Confidentiality Covenants. Recipient hereby agrees that during the Term and at all times thereafter it will: (i) not disclose Confidential Information of Discloser to any person, except: (A) if Recipient is Customer, to its Permitted Users, or such other recipients as Page may approve in writing; or (B) if Recipient is Page, to its and its affiliate's employees, contractors, subcontractors, advisors, consultants, officers, directors, partners, shareholders, agents and their respective successors or permitted assigns, or such other recipients as Customer may approve in writing, provided that any person described in Section 11(b)(i)(A) or Section 11(b)(i)(B) must have a "need to know" for the purposes of receiving or providing the Page Offering or otherwise performing obligations or exercising rights under this Agreement, be informed of the confidential nature of the Confidential Information, be directed to hold the Confidential Information in confidence and agree in writing, or otherwise be legally bound, to comply with confidentiality obligations in respect of such Confidential Information that are no less stringent than the provisions of this Agreement; (ii) not use Confidential Information of Discloser or permit it to be used for any purpose except to exercise its rights or perform its obligations under this Agreement; (iii) not alter or remove from any Confidential Information of Discloser any proprietary legend; and (iv) take measures to protect the confidentiality and security of the Confidential Information of Discloser that are no less stringent than the measures it takes to protect its own Confidential Information of comparable sensitivity.
  • Exceptions to Confidentiality. Notwithstanding Section 11(b), Recipient may disclose Discloser's Confidential Information: (i) to the extent that such disclosure is required by applicable law or by the order of a court or similar judicial or administrative body, provided that, except to the extent prohibited by law, Recipient promptly notifies Discloser in writing of such required disclosure and cooperates with Discloser to seek an appropriate protective order; (ii) to its legal counsel and other professional advisors if and to the extent such persons need to know such Confidential Information in order to provide applicable professional advisory services in connection with the party's business; or (iii) in the case of Page, to potential assignees, acquirers or successors of Page if and to the extent such persons need to know such Confidential Information in connection with a potential sale, merger, amalgamation or other corporate transaction involving the business or assets of Page.
  • Injunction and other equitable relief. Each of the parties acknowledge that disclosure of Discloser's Confidential Information or any other breach of this Section 11 may cause serious and irreparable damage and harm to Discloser and that remedies at law may be inadequate to protect against breach of this Agreement, and each party agrees that Discloser may seek injunctive relief for any breach of the provisions of this Section 11 and to the specific enforcement of the terms of this Section 11, in addition to any other remedy to which Discloser would be entitled.
  • Return of Confidential Information. Upon written request by a Discloser or upon the termination or expiration of this Agreement, each party will promptly return to the other party or destroy all Confidential Information (excluding any Customer Data which is addressed at Section 14(e)) of the other party in its possession or control within a reasonable amount of time in accordance with Recipient's data destruction practices. Notwithstanding the foregoing, Page may retain any electronically archived Customer's Confidential Information, provided that such retained information remains subject to the confidentiality obligations in this Section 11. Upon written request of Discloser, Recipient will certify in writing that it has complied with this Section 11.

Warranty; Disclaimer; Indemnity

  • Mutual Warranties. Each party represents, warrants and covenants that: (i) it has full power and authority to enter into this Agreement; and (ii) it will comply with all applicable laws applicable to its provision, receipt, or use of the Page Offering and Customer Data, as applicable.
  • Customer Warranty. Customer represents and warrants to, and covenants with Page that: (i) the Customer Property uploaded or transmitted by the Customer will not contain: (x) any material non public information (as defined under applicable securities laws); or (y) Personal Information other than Account Information required by Page to set up an Account; and (ii) Customer has obtained and provided, and shall continue to obtain and provide, all necessary consents, rights and notices, and otherwise has and continues to have all necessary authority in and relating to the Customer Property (including Personal Information) for Page to perform its obligations and exercise its rights under this Agreement in compliance with applicable laws, including applicable privacy laws, and without infringing, misappropriating or otherwise violating any Intellectual Property Rights or other rights of any third party, and shall inform Page immediately if any such consents, rights or authority are withdrawn or can no longer be relied upon.
  • DISCLAIMERS. PAGE STRICTLY DISCLAIMS ALL WARRANTIES, WITH RESPECT TO ANY THIRD-PARTY DATA OR THIRD-PARTY SOFTWARE. PAGE DOES NOT WARRANT THAT THE PAGE OFFERING WILL BE UNINTERRUPTED OR ERROR FREE OR THAT ALL ERRORS CAN OR WILL BE CORRECTED; NOR DOES IT MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE PAGE OFFERING. THE PAGE OFFERING (OR ANY PART THEREOF), AND ANY OTHER PRODUCTS AND SERVICES PROVIDED BY PAGE TO CUSTOMER (INCLUDING ALL THIRD PARTY PRODUCTS AND SERVICES) ARE PROVIDED "AS IS" AND "AS AVAILABLE". TO THE EXTENT PERMITTED BY APPLICABLE LAW, PAGE HEREBY DISCLAIMS ALL EXPRESS, IMPLIED, COLLATERAL OR STATUTORY WARRANTIES, REPRESENTATIONS AND CONDITIONS, WHETHER WRITTEN OR ORAL, INCLUDING ANY IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, MERCHANTABLE QUALITY, COMPATIBILITY, SECURITY, RELIABILITY, COMPLETENESS, ACCURACY, QUALITY, INTEGRATION OR FITNESS FOR A PARTICULAR PURPOSE OR USE, OR ANY WARRANTIES OR CONDITIONS ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE. PAGE EXPRESSLY DISCLAIMS ANY REPRESENTATION, CONDITION OR WARRANTY THAT ANY DATA OR INFORMATION (INCLUDING ALL THIRD PARTY INFORMATION) PROVIDED TO CUSTOMER IN CONNECTION WITH CUSTOMER'S USE OF THE PAGE OFFERING (OR ANY PART THEREOF) IS ACCURATE, OR CAN OR SHOULD BE RELIED UPON BY CUSTOMER FOR ANY PURPOSE WHATSOEVER. WITHOUT LIMITING THE GENERALITY OF ANY OF THE FOREGOING, SOME INFORMATION MAY CONTAIN THE OPINIONS OF THIRD PARTIES, AND PAGE IS NOT RESPONSIBLE FOR THESE OPINIONS. YOUR DECISIONS MADE IN RELIANCE ON THE PAGE OFFERING, DATA, DOCUMENTATION OR YOUR INTERPRETATIONS OF DATA ARE YOUR OWN FOR WHICH YOU HAVE FULL RESPONSIBILITY. WE ARE NOT RESPONSIBLE FOR ANY DAMAGES RESULTING FROM ANY DECISIONS BY YOU OR ANYONE ACCESSING THE PAGE OFFERING THROUGH YOU MADE IN RELIANCE ON THE PAGE OFFERING, INCLUDING FINANCIAL, TAX AND ACCOUNTING, LEGAL, COMPLIANCE, OR ANY OTHER PROFESSIONAL ADVICE. YOU AGREE THAT YOU USE THE PAGE OFFERING AT YOUR OWN RISK IN THESE RESPECTS. YOU ARE SOLELY RESPONSIBLE FOR THE PREPARATION, CONTENT, ACCURACY AND REVIEW OF ANY DOCUMENTS, DATA, OR OUTPUT PREPARED OR RESULTING FROM THE USE OF THE PAGE OFFERING AND FOR ANY DECISIONS MADE OR ACTIONS TAKEN BASED ON THE DATA CONTAINED IN OR GENERATED BY THE PAGE OFFERING. PAGE WILL NOT BE LIABLE FOR ANY FAILURE TO STORE, OR FOR LOSS OR CORRUPTION OF CUSTOMER DATA. ARTIFICIAL INTELLIGENCE AND MACHINE LEARNING ARE RAPIDLY EVOLVING FIELDS OF STUDY. GIVEN THE PROBABILISTIC NATURE OF GENERATIVE ARTIFICIAL INTELLIGENCE, USE OF ANY OF PAGE PROPERTY MAY IN SOME SITUATIONS RESULT IN INCORRECT OUTPUT THAT DOES NOT ACCURATELY REFLECT REAL PEOPLE, PLACES, OR FACTS. CUSTOMER SHALL EVALUATE THE ACCURACY OF ANY OUTPUT AS APPROPRIATE FOR ITS USE CASE, INCLUDING BY USING HUMAN REVIEW OF THE OUTPUT AND CONTENT. DUE TO THE NATURE OF GENERATIVE ARTIFICIAL INTELLIGENCE, OUTPUT MAY NOT BE UNIQUE ACROSS USERS AND THE PAGE OFFERING OR ANY OTHER OF PAGE PROPERTY MAY GENERATE THE SAME OR SIMILAR OUTPUT FOR CUSTOMER OR A THIRD PARTY. OTHER CUSTOMERS MAY ALSO ASK SIMILAR QUESTIONS AND RECEIVE THE SAME RESPONSE. RESPONSES THAT ARE REQUESTED BY AND GENERATED FOR OTHER USERS ARE NOT CONSIDERED CUSTOMER'S CONTENT.
  • Indemnities.

A. Page Indemnity.

Page will indemnify, defend, and hold harmless Customer and its officers, directors, employees, and agents (each, a "Customer Indemnitee") from and against any and all losses, damages, Claims, judgments, settlements, interest, awards, penalties, fines, costs, or expenses of whatever kind, including reasonable legal fees and the costs of enforcing any right to indemnification hereunder and the cost of pursuing any insurance providers ("Losses") incurred by a Customer Indemnitee arising out of or relating to any actual, threatened or potential civil, criminal, administrative, regulatory, arbitral or investigative demand, allegation, action, suit, investigation or proceeding or any other claim or demand ("Claims") by a third party (other than an affiliate of a Customer Indemnitee) that arise from or relate to any allegation that the Page Platform infringes any third party Intellectual Property Rights in Canada. The foregoing obligation does not apply to any Claims or Losses arising out of or relating to any: (A) incorporation of the Page Platform into, or any combination, operation, or use of the Page Platform with, any products or services not provided or authorized by Page; (B) Modification of the Page Platform other than by Page or with Page's express written approval; (C) unauthorized use of the Page Platform; (D) Content, third party products, Third-Party Services, or Outputs; or (E) Losses covered by the Customer's indemnity obligations in Section 12(d)(C). THIS SECTION 12(d)(A) IS PAGE'S SOLE AND EXCLUSIVE LIABILITY, AND ANY CUSTOMER INDEMNITEE'S SOLE AND EXCLUSIVE REMEDY FOR ANY INFRINGEMENT OR MISAPPROPRIATION OF ANY THIRD PARTY INTELLECTUAL PROPERTY RIGHTS.

(B) If the Page Platform is, or in Page's opinion is likely to be, claimed to infringe, misappropriate, or otherwise violate any third party Intellectual Property Rights, or if Customer's use of the Page Platform is enjoined or threatened to be enjoined, Page may, at its option and sole cost and expense:

  • obtain the right for Customer to continue to use the Page Platform materially as contemplated by this Agreement;
  • Modify or replace the Page Platform, in whole or in part, to seek to make the Page Platform (as so modified or replaced) non-infringing, in which case such Modifications or replacements will constitute the Page Platform under this Agreement; or
  • if Page determines that neither of the foregoing two options are reasonably available, then this Agreement may be terminated by Page and Page's sole liability, in addition to the indemnification obligations herein, will be to refund prepaid unused Fees attributable to the Page Platform that were to be provided after the effective date of termination.

THE FOREGOING IS IN LIEU OF ANY REPRESENTATION, COVENANTS OR WARRANTIES OF NONINFRINGEMENT, WHICH ARE DISCLAIMED.

(C) Customer Indemnity. Customer will defend, indemnify and hold harmless Page, its affiliates, subsidiaries and each of their respective directors, officers, employees, subcontractors and other representatives (each, a "Page Indemnitee") from and against any and all Losses incurred by a Page Indemnitee arising out of or relating to any Claim by a third party (other than an affiliate of a Page Indemnitee) that arise from or relate to: (i) Customer Property; (ii) unauthorized use of the Page Offering by Customer or any of its Permitted Users; (iii) Customer's breach of Sections 3(e), 12(a)(i), 12(b), or 15(j); (iv) Customer's business operations; or (v) use of the Page Offering by Customer or any of its Permitted Users in combination with any unauthorized third party software, application or service.

(D) Indemnification Procedure. Each party will promptly notify the other party in writing of any Claim for which such party believes it is entitled to be indemnified pursuant to this Section 12(d). The party seeking indemnification (the "Indemnitee") will cooperate with the other party (the "Indemnitor") at the Indemnitor's sole cost and expense. The Indemnitor will promptly take control of the defense and investigation of such Claim (although the Indemnitor will not settle any Claim without the Indemnitee's prior written consent) and will employ counsel of its choice to handle and defend the same, at the Indemnitor's sole cost and expense. The Indemnitee's failure to perform any obligations under this Section 12(d)(D) will not relieve the Indemnitor of its indemnity obligations under this Section 12(d) except to the extent that the Indemnitor can demonstrate that it has been materially prejudiced as a result of such failure. The Indemnitee may participate in and observe the proceedings at its own cost and expense with counsel of its own choosing.

Limitation of Liabilities

The parties acknowledge that the following provisions have been negotiated by them and reflect a fair allocation of risk and form an essential basis of the bargain and will survive and continue in full force and effect despite any failure of consideration or of an exclusive remedy:

  1. AMOUNT. EXCEPT FOR EITHER PARTY'S GROSS NEGLIGENCE, WILLFUL MISCONDUCT OR FRAUD, CUSTOMER'S INDEMNIFICATION OBLIGATIONS IN SECTION 12(d)(C) (CUSTOMER INDEMNITY), PAGE'S INDEMNITFIATION OBLIGATIONS IN SECTION 12(d)(A) (PAGE INDEMNITY), CUSTOMER'S BREACH OF SECTIONS 4 (RESTRICTIONS ON USE; CUSTOMER RESPONSIBILITIES), 12(b) (CUSTOMER WARRANTY) OR 15(j) (EXPORT RESTRICTIONS), CUSTOMER'S LIABILITY FOR UNPAID FEES, AND EITHER PARTY'S BREACH OF SECTION 11 (CONFIDENTIAL INFORMATION) (PROVIDED THAT PAGE'S TOTAL AGGREGATE LIABILITY FOR A BREACH OF SECTION 11 RESULTING IN ANY LOSS, THEFT,UNAUTHORIZED ACCESS TO OR DISCLOSURE OF PERSONAL INFORMATION BEING PROCESSED BY PAGE ON BEHALF OF CUSTOMER WILL BE LIMITED TO THE LIABILITY CAP), IN NO EVENT WILL THE TOTAL AGGREGATE LIABILITY OF EITHER PARTY (OR ANY OF ITS THIRD PARTY PROVIDERS) TO THE OTHER PARTY IN CONNECTION WITH OR UNDER THE AGREEMENT, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, EXCEED THE AMOUNT OF FEES PAID OR PAYABLE BY CUSTOMER FOR THE PAGE OFFERING IN THE PRIOR 12 MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM ("LIABILITY CAP"). FOR GREATER CERTAINTY, THE EXISTENCE OF ONE OR MORE CLAIMS UNDER THE AGREEMENT WILL NOT INCREASE THIS MAXIMUM LIABILITY AMOUNT. IN NO EVENT WILL PAGE'S THIRD PARTY SUPPLIERS HAVE ANY LIABILITY ARISING OUT OF OR IN ANY WAY CONNECTED TO THE AGREEMENT.
    • TYPE. EXCEPT FOR EITHER PARTY'S GROSS NEGLIGENCE, WILLFUL MISCONDUCT OR FRAUD, CUSTOMER'S INDEMNIFICATION OBLIGATIONS IN SECTION 12(d)(C) (CUSTOMER INDEMNITY), PAGE'S INDEMNITFIATION OBLIGATIONS IN SECTION 12(d)(A) (PAGE INDEMNITY), CUSTOMER'S BREACH OF SECTIONS 4 (RESTRICTIONS ON USE; CUSTOMER RESPONSIBILITIES), 12(b) (CUSTOMER WARRANTY) OR 15(j) (EXPORT RESTRICTIONS), CUSTOMER'S LIABILITY FOR UNPAID FEES, AND EITHER PARTY'S BREACH OF SECTION 11 (CONFIDENTIAL INFORMATION) (PROVIDED THAT PAGE'S TOTAL AGGREGATE LIABILITY FOR A BREACH OF SECTION 11 RESULTING IN ANY LOSS, THEFT,UNAUTHORIZED ACCESS TO OR DISCLOSURE OF PERSONAL INFORMATION BEING PROCESSED BY PAGE ON BEHALF OF CUSTOMER WILL BE LIMITED TO THE LIABILITY CAP), TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, IN NO EVENT WILL A PARTY (OR ITS THIRD PARTY PROVIDERS) BE LIABLE TO THE OTHER PARTY OR ANY PERMITTED USER FOR ANY: (I) SPECIAL, EXEMPLARY, PUNITIVE, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES; (II) LOST SAVINGS, PROFIT, DATA, USE, OR GOODWILL; (III) BUSINESS INTERRUPTION; (IV) COSTS FOR THE PROCUREMENT OF SUBSTITUTE PRODUCTS OR SERVICES; (V) PERSONAL INJURY OR DEATH; OR (VI) PERSONAL OR PROPERTY DAMAGE ARISING OUT OF OR IN ANY WAY CONNECTED TO THE AGREEMENT, REGARDLESS OF CAUSE OF ACTION OR THE THEORY OF LIABILITY, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, AND EVEN IF NOTIFIED IN ADVANCE OF THE POSSIBILITIES OF SUCH DAMAGES.
    • THE LAWS OF CERTAIN JURISDICTIONS, INCLUDING QUEBEC, DO NOT ALLOW THE LIMITATION OF LIABILITY FOR CERTAIN DAMAGES AND CERTAIN DISCLAIMERS. IF THESE LAWS APPLY YOU, SOME OR ALL OF THE ABOVE LIMITATIONS MAY NOT APPLY AND YOU MAY HAVE ADDITIONAL RIGHTS.

Term and Termination

  • Term. The term of this will begin on the Effective Date and continue until the earlier of (a) the end of the applicable Order Term; or (b) termination of this Agreement as stated in this Section 14 (Term and Termination) or termination as otherwise provided in this Agreement (the "Term").
  • Termination for Breach.
    • Termination of an Order Form. Either party may terminate an Order Form if the other party is in material breach of this Agreement and fails to cure that breach within 30 days after receipt of written notice.
    • Termination of this Agreement. To the extent permitted by applicable law, either party may terminate this Agreement immediately on written notice if: (i) the other party breaches or defaults on any of the material terms or conditions of this Agreement (including Customer's payment obligations under Section 10) and fails to cure such breach or default within 30 days of receipt of written notice thereof; except that, in the event of any breach that is incapable of being cured, such termination will be effective immediately; (ii) the other party makes any assignment for the benefit of creditors or is unable to pay its debts as they mature in the ordinary course of business; or (iii) any proceedings are instituted by or against the other party under any insolvency laws or for reorganization, receivership or dissolution.
  • Termination for Convenience. Customer may stop using the Page Offering at any time. Subject to any financial commitments in an Order Form, Customer may terminate this Agreement for its convenience at any time on prior written notice and, upon termination, must cease use of the applicable Page Offering. Page may terminate this Agreement or any applicable Order Form for its convenience at any time with 30 days prior written notice to Customer.
  • Termination Due to Applicable Law; Violation of Laws; Incurable Breach. Page may terminate this Agreement immediately upon written notice if Page reasonably believes that: (a) continued provision of any Page Offering used by Customer would violate applicable law(s); (b) Customer has violated or caused Page to violate any anti-bribery laws or export control laws; or (c) Customer has breached this Agreement in a manner that is incapable of remedy, including breach of Section 11 (Confidential Information).
  • Effect of Termination. If this Agreement terminates, then all Order Forms also terminate. If this Agreement or an Order Form is terminated, then: (i) all rights and access to the Page Offering governed by the applicable Order Form(s) will terminate (including access to Customer Data except as provided in Section 14(e)(ii)) and Customer will immediately cease (and ensure that all its Permitted Users immediately cease) accessing or using the Page Offering; and (ii) prior to the effective date of termination of this Agreement, Customer may request in writing to Page at [email protected] for retrieval by Customer of its Customer Data (for clarity, related solely to Customer), and Page will make all Customer Data available to Customer for electronic retrieval for a period of time as determined by Page it its sole discretion. Notwithstanding anything to the contrary in this Agreement, Page may retain Customer Data to the extent and so long as required by applicable law and Page may retain Customer Data in its backups, archives and disaster recovery systems until such Customer Data is deleted in the ordinary course, provided that all such Customer Data will remain subject to all confidentiality requirements of this Agreement. All Fees owed by Customer to Page under this Agreement or Order Form, as applicable, are immediately due upon Customer's receipt of the final invoice. If Page terminates this Agreement under Section 14(c) (Termination for Convenience), it will refund Customer any prepaid unused Fees. For greater certainty, if you continue to use any portion of the Page Offering that is publicly available after this Agreement has been terminated, this Agreement will continue to apply to the extent of such use
  • Survival. The following Sections, together with any other provision of the Agreement which expressly or by its nature survives termination or expiration, or which contemplates performance or observance subsequent to termination or expiration of the Agreement, will survive expiration or termination of the Agreement for any reason: Section 7 (Ownership; Reservation of Rights), Section 8 (Privacy), Section 10 (Fees and Payment), Section 11 (Confidential Information), Section 12 (Warranty; Disclaimer; Indemnity), Section 13 (Limitation of Liabilities), 14(e) (Effect of Termination), Section 14(f) (Survival), and Section 15 (General Provisions).

General Provisions

  • Notices. All notices shall be in writing by email and will be effective upon the day of sending by email. Notices will be sent: (i) if to Page, to the following email address:

Page Technologies Inc.

Address:

280 Joseph St W, 2nd Floor, Kitchener Ontario N2G 4Z5 Canada Attention: Page

Email: [email protected]

and (ii) if to you, to the current postal or email address that Page has on file with respect to you. Page may change its contact information by posting the new contact information on its Site, through the Page Platform or by giving notice thereof to you. You are solely responsible for keeping your contact information on file with Page current at all times during the Term.

  1. Assignment. You will not assign or transfer this Agreement, or transfer or subcontract any of your rights or delegate any of your obligations under this Agreement, in each case whether voluntarily, involuntarily, by operation of law or otherwise, without the prior written consent of Page. Any purported assignment or delegation by You to any third party in violation of this Section will be null and void. Page may assign any of its rights, or delegate any of its obligations, under this Agreement to any third party without the consent of you. This Agreement enures to the benefit of and is binding upon the parties and their respective successors and permitted assigns.
    • Governing Law and Attornment. This Agreement and any Claim related thereto will be governed by and construed in accordance with the laws of the Province of Ontario and the applicable federal laws of Canada, without regard to conflicts of law principles. The parties will initiate any lawsuits in connection with this Agreement in Toronto, Ontario Canada, and irrevocably attorn to the exclusive personal jurisdiction and venue of the courts sitting therein. Notwithstanding the foregoing: (i) Page may seek remedies to collect unpaid Fees from Customer; and (ii) a party may seek remedies with respect to a violation of its Intellectual Property Rights or Section 11 (Confidential Information), in any appropriate jurisdiction. The United Nations Convention on Contracts for the International Sale of Goods will not apply to this Agreement.
    • Construction. Except as otherwise provided in the Agreement, the parties' rights and remedies under the Agreement are cumulative. The terms "include" and "including" mean, respectively, "include without limitation" and "including without limitation." The headings of sections of these Terms of Service are for reference purposes only and have no substantive effect. The terms "consent" or "discretion", when used in respect of Page in the Agreement, means the right of Page to withhold such consent or exercise such discretion, as applicable, arbitrarily and without any implied obligation to act reasonably or explain its decision to Customer.
    • Force Majeure. Neither party will be liable for delays caused by any event or circumstances beyond Page's reasonable control, including acts of God, acts of government, flood, fire, earthquakes, civil unrest, acts of terror, strikes or other labour problems (other than those involving Page's employees), Internet service failures or delays, or the unavailability or Modification by third parties of telecommunications or hosting infrastructure or third party websites ("Force Majeure Event").
    • Severability. Any provision of the Agreement found by a tribunal or court of competent jurisdiction to be illegal or unenforceable will be severed from the Agreement and all other provisions of the Agreement will remain in full force and effect.
    • Waiver. A waiver of any provision of the Agreement must be in writing and a waiver in one instance will not preclude enforcement of such provision on other occasions.
    • Independent Contractors. Page's relationship to Customer is that of an independent contractor, and neither party is an agent, employee or partner of the other. Neither party will have, and will not represent to any third party that it has, any authority to act on behalf of the other party.
    • Entire Agreement. The Agreement constitutes the entire agreement between the parties with respect to the subject matter of the Agreement and supersedes all prior or contemporaneous agreements, representations or other communications, whether written or oral. For clarity, any terms and conditions appearing on a purchase order or similar document issued by Customer, or in Customer's procurement, invoicing, or vendor onboarding portal: (i) do not apply to the Page Offering; and (ii) do not override or form a part of this Agreement. If there is a conflict among the documents that make up the Agreement, then the documents will control in the following order (of decreasing precedence) as relevant to the subject matter of the conflict: (i) these Terms of Service; (ii) the applicable Order Form; and (iii) the Documentation.
    • Export Restrictions. Neither Customer nor any of its Permitted Users are listed under any Canadian economic sanctions law or regulation or owned or controlled by any such person. Customer will not allow access to the Page Offering other than in accordance with the terms of this Agreement. Customer will comply with all economic sanctions and export control laws and regulations under applicable law that may apply to its access to or use of the Page Offering. Page makes no representation or warranty that the Page Offering may be exported without Customer first obtaining appropriate licenses or permits under applicable law, or that any such license or permit has been, will be, or can be obtained.
    • Third Party Beneficiaries. Except for our licensors and Indemnitees herein, nothing contained in this Agreement, expressed or implied, is intended to confer on any person other than the parties hereto or their respective successors and permitted assigns, any rights, remedies, obligations or liabilities pursuant to, or by reason of, this Agreement.
    • Further Assurances. Each party will, from time to time, execute and deliver all such further documents and instruments and do all acts and things as the other party may reasonably require to effectively carry out or better evidence or perfect the full intent and meaning of this Agreement.
    • English Language. The parties confirm that the essential stipulations of this Agreement reflect the mutual agreement of the parties further to negotiation, and were not imposed by either party, even when drawn up by one of the parties. The parties further confirm that it is the express wish of all parties that this Agreement, all documents related to this Agreement and all communications between the parties in the context of the performance of this Agreement be in English only. Les parties confirment que les stipulations essentielles de la présente entente reflètent le résultat de discussions libres de gré à gré et n'ont pas été imposées par l'une ou l'autre des parties, même lorsque rédigées par l'une des parties. Les parties confirment également que c'est la volonté expresse des parties que la présente entente, tout document s'y rattachant et toute communication entre les parties dans le cadre de l'exécution de cette entente soient uniquement en anglais.

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