BY CLICKING THE “I ACCEPT” BUTTON, OR SIGNING OUR COMMERCIAL TERMS, OR COMPLETING THE REGISTRATION PROCESS, AND/OR USING THE JUDO SERVICE, YOU AGREE TO BE BOUND BY THESE TOS. If you are using the Judo Platform on behalf of a company, you must have the authority to bind that company to these TOS. If you are not willing to be bound by these TOS, you should not complete the registration process and may not use the Judo Platform.
We reserve the right to change or modify any of these TOS at any time, in our sole discretion. Acceptance of such changes or modifications is constituted by either: (i) continued use of any part of the Judo Platform thirty (30) days after the modified TOS have been posted to the Judo website or (ii) your indication of agreement to the updated terms, via click-through or otherwise.
Rover Labs Inc., doing business as “Judo”, provides organizations with a variety of services and related technologies and processes, collectively referred to as the Judo Platform, including:
- Desktop and web-based applications to build content for mobile applications
- Mobile and web-based applications to view and test experiences prior to deployment
- Software Development Kits (SDKs) used to manage rendering of content on mobile devices
- Technology to support push notifications including targeted delivery of messages
- Application Programming Interfaces (APIIs) to integrate with content management systems and customer data platforms
- Analytics and reporting regarding use of content created with the Judo platform and related app usage data
- Provisioning of the Platform. Judo will: (i) provide to Customer basic support through the Website as described more fully in Section 7 (Customer Support); and (ii) use commercially reasonable efforts to make the Platform reasonably available with minimal downtime; except for: (A) downtime and scheduled upgrades (as described more fully below); and (B) unavailability caused by circumstances beyond Judo’s reasonable control, including acts of God, acts of government, flood, fire, earthquakes, civil unrest, acts of terror, strikes or other labour problems, Internet service provider failures or delays, or the unavailability of any third-party provided goods or services.
- Platform Updates and Scheduled Downtime. Judo may update the functionality and user interface of the Platform from time to time in its sole discretion as part of its ongoing mission to improve the Offering and the use of the Offering by Judo’s other customers. Judo may from time-to-time schedule downtime for maintenance and upgrades. Judo will provide advance notice for scheduled downtime, except for where such downtime is required, in Judo’s sole discretion, in order to conduct urgent maintenance or upgrades.
- No Responsibility for Data Storage and Backup. Judo cannot guarantee that the Platform will provide data backups of any Customer Data stored on it. It is Customer’s responsibility to backup onto Customer’s own local system all Customer Data, including all data, files and records that Customer submits to Judo.
- License Grants by Judo. Subject to the terms and conditions of these TOS and Customer’s compliance therewith, Judo grants to Customer a revocable, non-exclusive, non-transferable license during the Term to access and use the Platform over the Internet and through the then available standard interface for the Platform in connection with receiving the Services in accordance with these TOS.
- License Grant by Customer. Subject to the terms and conditions of these TOS, including Judo’s confidentiality obligations, Customer grants to Judo a transferrable, sublicenseable, royalty-free, fully paid-up, worldwide license to copy, use, reproduce, modify, develop, access, collect and store the Customer Data solely for the purpose of providing the Services.
Reservation of Rights.
- Rights Reserved by Judo. Judo expressly reserves all rights in the Services, the Platform and all materials (other than Personal Information) provided by Judo hereunder and not specifically granted to Customer (“Judo Property”). All right, title and interest in the Judo Property, as well as any update, modification, adaptation, translation, customization or derivative work thereof, and all intellectual property rights therein will remain with Judo (or Judo’s third party suppliers, as applicable). The Judo Property is licensed on a subscription basis under these TOS and not “sold” to Customer.
- Rights Reserved by Customer. Customer expressly reserves all rights in any data, information, records and files that Customer (or any User) loads, transmits to or enters into the Platform, including data that the Platform is configured to obtain from Customer’s servers or systems (including from the Application) or from third parties on Customer’s behalf (the “Customer Data”), subject to the license that Customer grants Judo in accordance with the provisions of these TOS, and provided that Customer does not acquire any intellectual property rights in the Services, the Platform or any elements of any of the foregoing.
Internet Security Disclaimer; Limitation, Suspension or Termination of Access.
- Internet Security Disclaimer. As between Judo and Customer, Customer is solely responsible for the accuracy, quality, integrity, legality, reliability, and appropriateness of all Customer Data. Customer understands that the technical processing and transmission of Customer Data is fundamentally necessary to use of the Services. Therefore, Customer expressly consents to Judo’s storage of Customer Data, which will involve transmission over the Internet, and over various networks, only part of which may be owned and/or operated by Judo. Customer acknowledges and understands that Customer Data may be accessed by unauthorized persons when communicated across the Internet, network communications facilities, telephone or other electronic means. Judo is not responsible for any Customer Data which is delayed, lost, altered, intercepted or stored during the transmission of any data whatsoever across public networks not owned or operated by Judo, including, the Internet, third party websites, and Customer’s local network. Customer agrees that Judo is not in any way responsible for any interference with Customer’s use of or access to the Services or security breaches arising from or attributable to the Internet, and Customer waives any and all claims against Judo in connection therewith.
- Limitation, Suspension or Termination of Access. In addition to any other suspension or termination rights of Judo pursuant to these TOS, certain extraordinary circumstances may require Judo to suspend, terminate or limit (as appropriate and as determined in Judo’s sole discretion) Customer’s access to or use of the Platform or the Services, or any component thereof, without notice in order to: (i) prevent any misuse or abuse of the Offering; (ii) prevent any damage to, or degradation of the integrity of Judo’s systems or Judo Offering; (iii) comply with any law, regulation, court order, or other governmental request or order; or (iv) otherwise protect Judo from potential legal liability or harm to its reputation or business. Judo also reserves the right to approve, reject, cancel or remove any Customer Data or other content that is posted on, provided or uploaded to, or transmitted through the Platform or the Services at any time and for any reason in Judo’s sole discretion, and Judo will not be liable or responsible for exercising this right. Judo will use commercially reasonable efforts to notify Customer of the reasons for such limitation, suspension or termination action as soon as reasonably practicable. In the event of a limitation or suspension, Judo will promptly restore Customer’s access to the Offering as soon as the event giving rise to the limitation or suspension has been resolved, as determined in Judo’s sole discretion. Nothing contained in these TOS will be construed so as to limit Judo’s ability to take action or invoke remedies, or act as a waiver of Judo’s rights in any way with respect to any of the foregoing activities. Judo will not be responsible for any loss or damages incurred by Customer as a result of any limitation, termination or suspension of access to or use of the Platform or the Services under this Section.
Customer Responsibilities and Restrictions.
- Customer ID. Upon Customer’s request, but subject to any applicable limitations associated with Customer’s Subscription Package, Judo will grant rights to, and invite Customer to establish an account on the service and create a User ID and password to access the service (“User ID”) a Customer Admin User will have ability to invite other users to access to access its Account (each, a “User”). Customer may only invite its partners, shareholders, employees and contractors who, in each case, are bound by confidentiality restrictions at least as restrictive as these TOS as Users. Users may only access and use the Platform and the Services through a User ID. Customer will not allow Users to share their User ID with any other person. Customer is responsible for any and all activity occurring under the User IDs associated with Users. Customer is responsible for all use of the Offering by Users and for maintaining the confidentiality of their User ID and will promptly notify Judo of any actual or suspected unauthorized use of the Offering. Judo reserves the right to suspend any User ID and request the User create a new password if it determines it may have been used for an unauthorized purpose.
- Customer Responsibilities and Restrictions. Customer agrees that Customer is responsible for the compliance by the Users with these TOS and for the Users’ use of the Offering, as well as for ensuring that the Users maintain the confidentiality of their User IDs. Customer agrees that Customer is responsible for all charges incurred by the Users in connection with access to or use of the Offering and generally for any activity occurring through a User ID. Without limiting the generality of any of the foregoing, Customer agrees that Customer will not, and will not permit any person to:
- use the Offering other than as permitted by these TOS;
- use the Offering to send, store, publish, post, upload or otherwise transmit any Customer Data in violation of any warranty, representation or obligation of Customer under these TOS;
license, sublicense, sell, resell, rent, lease, transfer, assign, distribute, time share or otherwise commercially exploit or make the Offering (in whole or in part) available to any third party, other than to the Users, or as otherwise expressly contemplated in accordance with these TOS;
- use the Offering to upload, collect, transmit, store, use or process, or ask Judo to obtain from third parties, any Customer Data: (A) that Customer does not have the lawful right to copy, transmit, distribute, and display (including any Customer Data that would violate any confidentiality or fiduciary obligations that Customer might have with respect to the Customer Data); (B) for which Customer does not have the authority, consent or permission from the individual(s) to whom the Personal Information relates in accordance with applicable privacy legislation; (C) that infringes, misappropriates or otherwise violates any intellectual property or other proprietary rights of any third party (including any copyright, trademark, patent, trade secret, or other intellectual property right, or moral right or right of publicity); (D) that is tortious, defamatory, obscene, or offensive; or (E) that violates, or encourages any conduct that would violate, any applicable law or regulation (including applicable privacy and anti-spam legislation) or would give rise to civil or criminal liability.
- use the Offering to send, store, publish, post, upload or otherwise transmit any viruses, Trojan horses, worms, time bombs, corrupted files or other computer programming routines that are intended to damage, detrimentally interfere with, surreptitiously intercept or expropriate any systems, data, personal information or property of another;
continue to use the Offering in a manner that interferes with or disrupts the integrity or performance of the Offering following a notice from Judo of such use;
attempt to gain unauthorized access to the Offering or its related systems or networks;
- use or knowingly permit the use of any security testing tools in order to probe, scan or attempt to penetrate or ascertain the security of the Offering;
- use any data mining, robots or similar data gathering or extraction methods (including electronic address harvesting);
- access the Offering for the purpose of building a similar or competitive product or service or for the purpose of obtaining unauthorized access to the Offering; or
- copy, translate, create a derivative work of, reverse engineer, reverse assemble, disassemble, or decompile the Offering or any part thereof or otherwise attempt to discover any source code or modify the Offering, except as expressly provided for in these TOS.
- Customer Responsibility for Customer Data. Customer has sole responsibility for providing all notices, making all disclosures and otherwise obtaining all necessary consent and authority required by and in accordance with applicable laws regarding Customer Data (including any Personal Information). Judo will use the Customer Data it is provided by Customer or third parties in performing the Services “as is”, and is not responsible for reviewing, validating or otherwise confirming the accuracy, appropriateness or completeness of Customer Data.
- Removal of Customer Data on Request by Customer. Customer may control the Customer Data stored by the Services, including (subject to Section 10(b)) by deleting or requiring Judo to delete all or part of the Customer Data (including Personal Information) at any time.
- Any Services shall commence on the Effective Date as specified in the applicable Order Form and shall be valid thereafter for the Initial Term specified in the unless earlier terminated in accordance with these TOS. Unless either Party gives the other written notice to the contrary at least 60 days prior to the expiry of the Initial Term or the applicable Renewal Term, the Services will automatically renew on the terms and conditions set out herein for successive renewal terms, each of the same length as the Initial Term, or as otherwise set out in the Order Form (each such renewal term, a “Renewal Term”).
- After the Initial Term for Services under an Order Form, Judo reserves the right to increase the Fees up to 10% for each new or successive Renewal Term period. Judo will provide written notice to Customer of any Fee increases before the Renewal Date.
Judo will provide the following support to Customer:
- Web and Email Support. Customer will have access to Judo’s technical support part of the Website and may use the available interfaces, including any customer support email addresses posted thereon, to submit service requests.
- Incident Management. Judo will use commercially reasonable efforts to correct any reproducible failure of the Offering to substantially conform to its expected operation; provided that Judo will not have an obligation to provide a correction for all such nonconformities.
Fees and Payment.
- Fees. Customer will pay to Judo the Fees in the manner, amounts and frequencies indicated on the Order Form.
- Payment. Unless otherwise set out in the Order Form or agreed by the Parties (i) Fees are payable in advance on or after the first day of the applicable Billing Period, and (ii) One-time fees (including any fees for add-ons) are charged at the time in which the applicable Order Form is approved.
- Invoices. From time to time, Judo may prepare and send to Customer, at the then-current contact information on file with Judo, invoices for any Fees and other amounts that have become due and payable under these TOS. Unless otherwise expressly stipulated in an invoice, Customer agrees to pay all invoiced amounts by: 1) the Additional Payment Terms section set out in the Order Form; or 2) if there no due date specified in the Order Form, the date Customer is in receipt of the invoice.
- No Set-Off and Late Payment Charge. Customer may not withhold or “set-off” any amounts due under these TOS. Unless otherwise indicated in these TOS, all Fees are non-refundable and Judo will provide no full or partial credits or refunds, including in respect of Services that are paid for but not used by Customer. Judo reserves the right to suspend Customer’s access to the Offering until all due amounts are paid in full. Any late payment will be increased by the costs of collection (including reasonable legal fees) and will incur interest at the rate of one and a half percent (1.5%) compounded monthly (19.56% annually), or the maximum legal rate (if less) per month or fraction thereof until fully paid.
- Certain Taxes. Fees and charges quoted in these TOS do not include, and Customer will pay, indemnify and hold Judo harmless, from all sales, use, gross receipts, value-added, GST/HST, personal property or other taxes, and all applicable duties, tariffs, assessments, export and import fees or similar charges (including interest and penalties imposed thereon) on the transactions contemplated in connection with these TOS, other than taxes based on the net income or profits of Judo.
Confidential & Proprietary Information.
- Definitions. For purposes of this section, a Party receiving Confidential & Proprietary Information (as defined below) will be the “Recipient” and the Party disclosing such information will be the “Discloser”, and “Confidential & Proprietary Information” includes all information disclosed by Discloser to Recipient during the Term of these TOS and marked as “confidential” or “proprietary” or which a reasonable person would understand to be confidential or proprietary; provided that: (a) the terms and conditions of these TOS and all parts of the Offering, whether marked as “confidential” or “proprietary” or not, will be considered to be Judo Confidential & Proprietary Information; and (b) all Customer Data , whether marked as “confidential” or “proprietary” or not, will be considered Customer’s Confidential & Proprietary Information; and further provided that Discloser’s Confidential & Proprietary Information (other than Personal Information) does not include: (i) information already known or independently developed by Recipient outside the scope of this relationship by personnel not having access to any Discloser’s Confidential & Proprietary Information; (ii) information that is publicly available through no wrongful act of Recipient; or (iii) information received by Recipient from a third party who was free to disclose it without confidentiality obligations.
- Covenant. Recipient hereby agrees that during the Term and at all times thereafter it will not: (i) disclose such Confidential & Proprietary Information of the Discloser to any person or entity, except to its own personnel, affiliates or contractors having a “need to know”, and to such other recipients as the Discloser may approve in writing; (ii) use Confidential & Proprietary Information of the Discloser except to exercise its license rights or perform its obligations under these TOS; or (iii) alter or remove from any Confidential & Proprietary Information of the Discloser any proprietary legend. Recipient will use at least the same degree of care in safeguarding the Confidential & Proprietary Information of the Discloser as it uses in safeguarding its own confidential information of a similar nature, but in no event will less than due diligence and reasonable care be exercised. Each party will be deemed to have fulfilled its confidentiality obligations under this Section 10, if it affords the other party’s Confidential & Proprietary Information at least the same degree of care it takes in protecting its own confidential information from unauthorized disclosure (but in no event using less than a reasonable degree of care). Upon the earlier of: (A) Discloser’s written request; and (B) the termination or expiration of these TOS, regardless of whether a dispute may exist, Recipient will return or destroy (as instructed by Discloser) all Confidential & Proprietary Information of Discloser in its possession or control and cease all further use thereof. Judo may retain a copy of such Confidential & Proprietary Information for the sole purpose of and to the extent necessary for it to comply with applicable and legal, regulatory, or reasonable internal back-up or archival policies and requirements. Notwithstanding the foregoing, Recipient may disclose Discloser’s Confidential & Proprietary Information to the extent that such disclosure is necessary for the Recipient to enforce its rights under these TOS or is required by law or by the order of a court or similar judicial or administrative body, provided that the Recipient promptly notifies the Discloser in writing of such required disclosure and cooperates with the Discloser to seek an appropriate protective order.
- Injunctive Relief. Recipient acknowledges that violation of the provisions of this section would cause irreparable harm to Discloser not adequately compensable by monetary damages. In addition to other relief, it is agreed that injunctive relief will be available without necessity of posting bond to prevent any actual or threatened violation of such provisions.
- Analytics. Judo its subcontractors, agents and third party service providers shall be permitted to access, collect, analyze and use the Customer Data and other information relating to the Services and the Platform to improve and enhance the Services and the Platform and for other development, diagnostic and corrective purposes and disclose such data solely in aggregate or other de-identified form in connection with its business.
Customer Warranty; Disclaimer; Indemnity.
- Disclaimer. EXCEPT AS SPECIFICALLY PROVIDED IN THIS AGREEMENT, THE OFFERING AND ANY OTHER PRODUCTS AND SERVICES PROVIDED BY JUDO TO CUSTOMER ARE PROVIDED “AS IS”, “AS AVAILABLE”, WITH ALL FAULTS AND WITHOUT ANY WARRANTIES, REPRESENTATIONS OR CONDITIONS OF ANY KIND. EXCEPT AS SPECIFICALLY PROVIDED IN THIS AGREEMENT, JUDO HEREBY DISCLAIMS ALL EXPRESS, IMPLIED, COLLATERAL OR STATUTORY WARRANTIES, REPRESENTATIONS OR CONDITIONS, WHETHER WRITTEN OR ORAL, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, NONINFRINGEMENT, SECURITY, RELIABILITY, COMPLETENESS, QUIET ENJOYMENT, ACCURACY, QUALITY, INTEGRATION OR FITNESS FOR A PARTICULAR PURPOSE. EXCEPT AS SPECIFICALLY PROVIDED IN THIS AGREEMENT, JUDO DOES NOT WARRANT THAT THE OFFERING WILL OPERATE WITHOUT INTERRUPTION OR BE ERROR FREE. WITHOUT LIMITING THE GENERALITY OF ANY OF THE FOREGOING, Judo EXPRESSLY DISCLAIMS ANY REPRESENTATION OR WARRANTY THAT ANY DATA OR INFORMATION PROVIDED TO CUSTOMER IN CONNECTION WITH CUSTOMER’S USE OF THE OFFERING WILL BE ACCURATE, OR CAN OR SHOULD BE RELIED UPON BY CUSTOMER FOR ANY PURPOSE WHATSOEVER.
- Judo agrees to defend Customer against any claim, demand, suit, or proceeding made or brought against Customer by a third party alleging that the use of the Services as permitted hereunder infringes or misappropriates the Intellectual Property Rights of a third party under the laws of the United States, Canada or England and Wales (an “Infringement Claim”), and shall indemnify Customer for any damages and attorney fees and costs finally awarded against Customer as a result of, and for amounts paid by Customer under a court-approved settlement of, an Infringement Claim; provided that Customer (a) promptly gives Judo written notice of the Infringement Claim; (b) gives Judo sole control of the defense and settlement of the Infringement Claim (provided that Judo may not settle any Infringement Claim unless the settlement unconditionally releases Customer of all liability); and (c) provides to Judo all reasonable assistance, at Judo’ expense. In the event of an Infringement Claim, or if Judo reasonably believes the Services may infringe or misappropriate, Judo may in its discretion and at no cost to Customer (i) modify the Services so that they no longer infringe or misappropriate, (ii) obtain a license for Customer’s continued use of the Services in accordance with these TOS, or (iii) terminate the applicable Order Form for such Services upon written notice and refund to Customer any prepaid Fees covering the remainder of the term of such Order Forms after the effective date of termination. For greater clarity, this indemnity does not apply to Infringement Claims resulting from or arising out of Customer Data, third party content or third party webpages.
- Customer agrees to defend Judo and its affiliates against any claim, demand, suit, or proceeding made or brought against Judo or any Judo affiliate by a third party arising out of or in connection with Customer Data or any use of the Services in violation of these TOS, and shall indemnify Judo and its affiliates for any damages, attorney fees and costs finally awarded against Judo or any of its affiliates as a result of, and for amounts paid by Judo or any affiliate under a court-approved settlement of, such claim, demand, suit or proceeding; provided that Judo (a) promptly gives Customer written notice of the claim, demand, suit or proceeding; (b) gives Customer sole control of the defense and settlement of the claim, demand, suit or proceeding (provided that Customer may not settle any claim, demand, suit or proceeding unless the settlement unconditionally releases Judo and its affiliates of all liability); and (c) provides to Customer all reasonable assistance, at Customer’s expense.
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:
- NEITHER JUDO NOR ITS AFFILIATES SHALL BE LIABLE IN ANY WAY FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR EXEMPLARY DAMAGES, PUNITIVE DAMAGES OR PENALTIES (EVEN IF Judo HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR PENALTIES), ARISING OUT OF THIS AGREEMENT, INCLUDING BUT NOT LIMITED TO, LOSS OF REVENUE, CHANGE IN SHARE PRICE, LOSS OF ANTICIPATED PROFITS OR LOST BUSINESS. THIS LIMITATION OF LIABILITY APPLIES TO ANY DAMAGES OR PENALTIES, INCLUDING WITHOUT LIMITATION THOSE CAUSED BY ANY FAILURE OF PERFORMANCE, ERROR, OMISSION, INTERRUPTION, DELAY IN OPERATION OR TRANSMISSION, WHETHER FOR BREACH OF CONTRACT, TORTIOUS CONDUCT, ACTS OR OMISSIONS, NEGLIGENCE, OR UNDER ANY OTHER CLAIM OR CAUSE OF ACTION.
- IN NO EVENT SHALL JUDO’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE SERVICES, WHETHER IN CONTRACT, TORT OR UNDER ANY OTHER THEORY OF LIABILITY, EXCEED THE AMOUNTS ACTUALLY PAID BY AND DUE FROM CUSTOMER HEREUNDER IN THE TWELVE MONTHS PRECEDING THE INCIDENT GIVING RISE TO THE LIABILITY.
Notices sent to either Party will be effective when delivered in person or by email, one day after being sent by overnight courier, or two days after being sent by first class mail postage prepaid to the official contact designated in the Order Form and immediately after being received by the other party’s server. Notices must be in writing and sent to the respective email or postal address set out in the Order Form. Judo may change its contact information by posting the new contact information on the Website or by giving notice thereof to Customer. Customer may change its contact information by giving notice to Judo and Customer is solely responsible for keeping its contact information on file with Judo current at all times during the Term.
- Generally. Either Party may, in addition to other relief, suspend or terminate these TOS if the other Party: (i) commits a material breach of these TOS, and either: (A) fails within 30 days after receipt of notice of such breach to correct such material breach or to commence corrective action reasonably acceptable to the aggrieved Party and proceed with due diligence to completion; or (B) such material breach is incapable of being cured; or (C) becomes insolvent, makes an assignment for the benefit of its creditors, a receiver is appointed, or a petition in bankruptcy is filed with respect to the Party and is not dismissed within 30 days.
- Survival. Upon termination or expiration of these TOS for any reason: (a) all rights and obligations of both Parties (except for Customer’s payment of all Fees and other amounts then owing in accordance herewith), including all licenses granted hereunder, will immediately terminate except as provided below; (b) within 30 days after the effective date of termination, each Party will comply with the obligations to return or destroy all Confidential Information of the other Party, as set forth Section 10 (Confidential & Proprietary Information). The following Sections will survive expiration or termination of these TOS for any reason: Section 4 (Reservation of Rights), Section 6 (Customer Responsibilities and Restrictions), Section 10 (Confidential & Proprietary Information), Section 11 (Customer Warranty; Disclaimer; Indemnity), Section 12 (Limitation of Liabilities), Section 14(b) (Survival), and Section 15 (General Provisions).
- Assignment. Customer may not assign these TOS to any third party without Judo’s prior written consent, except that Customer may assign its rights (but not obligations) hereunder to an affiliate of Customer. Judo may assign these TOS, in whole or in part, without Customer’s consent to: (i) any affiliate of Judo; or (ii) any third party that purchases all or substantially all of Judo’s assets related to the provision of the Services. Any assignment in violation of this Section will be void. The terms of these TOS will be binding upon and inure to the benefit of the Parties’ successors and permitted assignees.
- Choice of Law. This Agreement and any action related thereto will be governed by and construed in accordance with the laws of the Province of Ontario and the federal laws of Canada applicable therein, without regard to conflicts of law principles. The Parties hereby irrevocably attorn to the exclusive personal jurisdiction and venue of the courts sitting in Toronto, Ontario. The U.N. Convention on Contracts for the International Sale of Goods will not apply to these TOS.
- Right to List as a Customer. Customer agrees that Judo may utilize Customer’s name in listings of current customers. Use of Customer’s name in any other marketing materials or press announcements will be submitted to Customer in advance for approval, provided that such approval will not be unreasonably withheld.
- Feedback. Judo shall be free to use, disclose, reproduce, license or otherwise distribute, make available and exploit the Feedback as it sees fit, entirely without obligation or restriction on account of any intellectual property rights or otherwise.
- Compliance with Export Regulations. Customer has or will obtain in a timely manner all necessary or appropriate licenses, permits or other governmental authorizations or approvals; will indemnify and hold Judo harmless from, and bear all expense of, complying with all foreign or domestic laws, regulations or requirements pertaining to the importation, exportation, or use of the Offering. Customer will not directly or indirectly export or re-export (including by transmission) any regulated technology to any country to which such activity is restricted by regulation or statute, without the prior written consent, if required, of the administrator of export laws.
- Construction. Except as otherwise provided herein, the Parties rights and remedies under these TOS are cumulative. The term “including” means “including without limitation.” The headings of sections of these TOS are for reference purposes only and have no substantive effect. The terms “consent” or “discretion”, when used in respect of Judo herein mean the right of Judo 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. Unless otherwise indicated in the Order Form, all dollar amounts are in United States Dollars.
- Force Majeure. Neither Party will be liable for delays caused by events beyond its reasonable control, except non-payment of amounts due hereunder will not be excused by this provision.
- Severable. Any provision hereof found by a tribunal of competent jurisdiction to be illegal or unenforceable will be automatically conformed to the minimum requirements of law and all other provisions will remain in full force and effect.
- No Waiver. Waiver of any provision hereof in one instance will not preclude enforcement thereof on future occasions. Any waiver by one Party of any default by the other Party will not affect or impair any rights of the first Party arising from any subsequent default by that other Party.
- Independent Contractors. Customer’s relationship to Judo is that of an independent contractor, and neither Party is an agent or partner of the other. Customer will not have, and will not represent to any third party that it has, any authority to act on behalf of Judo.
- Amendments. No amendment, supplement, modification, waiver or termination of these TOS and, unless otherwise specified, no consent or approval by any Party, will be binding unless executed in writing by the Party or Parties to be bound thereby.