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The following Hannah beta trial terms and conditions (“Beta Terms”) govern your use of the Beta Trial Solution (defined below) on a beta trial basis. By accessing, downloading, installing or otherwise using (the terms “use” and “using” will refer to any of the foregoing) the Beta Trial Solution, Customer (as defined in the cover page hereof) is entering into these Beta Terms with Hannah (Hannah and Customer, the “Parties” and each a “Party”). These Beta Terms are effective on the Effective Date set out in the cover page.
BY USING THE BETA TRIAL SOLUTION, 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 12.11.
1.1 Subject to you and your End Users (defined below)compliance with this Agreement (including the restrictions on use set forth in Section 4 below), Hannahwill, on a trial basis, provide theservice, application, feature, function or other technology that Hannah: (i)has made available to Customer; (ii) hasnot made generally available to its customers; and (iii) has designated astest, beta, limited release, developerpreview, or by description of similar import (the “Beta Trial Solution”). The term “Beta Trial Solution”includes Hannah’s and its licensors AI-powered neural networks for natural language processing,including any GenAI model that has been trained or fine tuned using Customer Data, (defined below),collectively, the “Hannah Models”. For the purposes of this Agreement: “AI” means a constellationof many different technologies working together to enable machines to sense, comprehend, act,and learn with human-like levels of intelligence. AI can be used to augment and amplify human potentialor perform automatable tasks on behalf of people; and “GenAI” means a type of AI containing differenttechnologies, deep learning, large language model, AI trained on large quantities of data to generate newhigh-quality data, content, outputs, orartifacts, including any application programming interface.
1.2 Customer will pay to Hannah the applicable fees (the“Fees”) related to the use of the Beta Trial Solution in accordance with payment requirements required byHannah in the cover page and anapplicable invoice. All Fees paid and payable to Hannah hereunder arenon-cancelable and non-refundable. AllFees are identified in the currency set out in the cover page and are payablein advance. Unless otherwise expresslystipulated in an invoice, Customer will pay all invoiced amounts within 30 days from the invoice date.Hannah reserves the right to change the Fees and institute new charges at any time during theTerm (defined below) upon providing prior notice to the Customer. The Fees set out in thisAgreement do not include applicable sales, use, gross receipts, value-added, GST, QST or HST,personal property, or other taxes. Customer will be responsible for and pay all applicable taxes,duties, tariffs, assessments, export and import fees, or similar charges (including interest andpenalties imposed thereon) on the transactions contemplated in connection with this Agreement, other than taxes basedon the net income or profits of Hannah.Customer may not withhold or setoff any amounts due under this Agreement.If Customer fails to make any paymentwhen due, without limiting Hannah’s other rights and remedies, Hannah may: (i) charge interest at therate of one and a half percent (1.5%) compounded monthly (19.56% annually), or the maximumlegal rate (if less), plus all expenses of collection, until fully paid; and (ii) Hannah may in its solediscretion either: (1) suspend, Customer’s and all other End Users’ access to any portion or all ofthe Beta Trial Solution until such amounts are paid in full; or (2) terminate the Agreement immediately onnotice, without incurring any obligation or liability to Customer or any other person by reason of suchsuspension or termination. Any suspension of the Beta Trial Solution by Hannah pursuant tothis Agreement will not excuse the Customer from its obligation to make payments under thisAgreement.
1.3 If Customer’s use of the Beta Trial Solution exceeds theuse case, service capacity or other limitations set forth on the cover page or otherwise requires thepayment of additional fees (pursuant tothe terms of this Agreement), Customer will be billed for such usage andCustomer will pay the additional Fees inaccordance with this Agreement. If Customer requests that Hannah provide it with services in addition to BetaTrial Solution set out in an applicable cover page, Customer will be billed for such additionalservices based on Hannah’s standard rates.
2.1 You may use the Beta Trial Solution during the Termsolely for the purpose of internal evaluation of the Beta Trial Solution for internal business use (notproduction use) and in accordance withthe restrictions on use set out in Sections 2, 4, 6.3 and 6.5 (the “AuthorizedUse”). The Authorized Use includesCustomer’s and its End Users’ access to the Beta Trial Solution to generate and edit Output for Customer’sinternal business use (not production use). For the avoidance of doubt, Authorized Use does notinclude the distribution of Beta Trial Solution to third parties and Customer and its End Users arenot permitted to download or otherwise export any Output during the Term. Customer will notrent, lease, sublicense (other than to End Users as permitted in Section 2.2), offer for sale,sell, resell, assign, transfer or distribute the Beta Trial Solution to any third party (including anyend customers, resellers or distributors of your products or applications). The Beta Trial Solution maynot be modified, resold or used for any purposes whatsoever other than for evaluation. For thepurposes of this Agreement, “Outputs” means outputs that are created or generated by the Beta Trial Solution thatare based on Customer’s Inputs. (definedbelow). Outputs can include text, images, video, narrative (audio), softwarecode (including AI models), syntheticdata, designs, schematics, simulations, and any other information.
2.2 You may permit your employees (each an “End User”) toaccess and use the Beta Trial Solutionfor the Authorized Use provided that: (i) you have agreements in place withsuch End Users sufficient to ensure thatEnd Users comply with the terms of this Agreement applicable to them; and (ii) each End User must obtain orverify credentials associated with an email address issued by Customer before accessing the BetaTrial Solution. Customer is responsible for all activities that occur in EndUser’s accounts and for End Users’ compliance with this Agreement and for use of the Beta Trial Solution inaccordance with the terms of this Agreement.
2.3 Customer may not use the Beta Trial Solution with anintent or potential effect to harm Hannah, Beta Trial Solution, other users of Beta Trial Solution, orother computer systems, and intellectualproperty rights therein. Customer will promptly notify Hannah if Customerdiscovers or suspects that its use mayharm the Beta Trial Solution or its users and will fully cooperate with Hannah’ efforts to protect the Beta TrialSolution and its users.
2.4 Customer must ensure that Customer’s equipment andsystems can access the Beta Trial Solution.
2.5 Beta Trial Solution may not be used for unlawful,obscene, offensive or fraudulent activity, such as advocating or causing harm, interfering with or violating theintegrity or security of a network orsystem, evading filters, sending unsolicited, abusive, deceptive or disparagingmessages, viruses or harmful code, orviolating third-party rights. In addition, Hannah may remove or refuse to accept or use any Customer Property.(defined below). If there is a complaint or notice of violation, use may be suspended untilresolved, and terminated if not resolved promptly.
You acknowledge that the Beta TrialSolution is still under development byHannah, its licensors or its suppliers, may not be fully tested, and maycontain bugs or errors. For the purposesof the beta trial, you acknowledge that the Beta Trial Solution will havelimited functionality. Hannah may makean update to, fix, or patch Beta Trial Solution at any time without notice. Hannah makes no warranty orrepresentation with respect to maintenance, correction, or other support of Beta Trial Solution. Hannahwill have the right to use the capabilities of the Beta Trial Solution to confirm Customer’s or EndUsers’ usage of the Beta Trial Solution and Customer’s or End Users’ compliancewith this Agreement. Hannah may engage third parties to provide the Beta Trial Solution, including cloudproviders without notice to and without the consent of the Customer.
Except as expressly permitted inthis Agreement, you will not (and you will ensure that all End Users do not), nor will you assist any otherperson or entity to: (i) use the BetaTrial Solution for any commercial use, production use or for any personal,family or household use; (ii) access oruse the Beta Trial Solution or any other Hannah Property (defined below) forthe purpose of building a similar orcompetitive product or service (iii) decompile, reverse engineer or disassemble any portion or component of theBeta Trial Solution, software, or otherwise attempt to derive source code of any software includedwith or related to the Beta Trial Solution provided in non-human readable form; (iv) perform anyvulnerability, penetration or similar testing of the Beta Trial Solution; (v) use or access the BetaTrial Solution: (A) in violation of any applicable law or intellectual property right; (B) in a mannerthat threatens the security or functionality of the Beta Trial Solution; or (C) for any purpose or inany manner not expressly permitted in this Agreement; (vi) use the Beta Trial Solution to create,collect, transmit, store, use, or process any Customer Property: (w) that contains any computerviruses, worms, malicious code, or any software intended to damage or alter a computer system or data;(x) that Customer does not have the lawful right to create, collect, transmit, store, use, orprocess; (y) that contain any Personal Information (defined below) other than BCI (defined below) withoutobtaining the prior written consent of Hannah; or (z) that violates any applicable laws, orinfringes, violates or otherwise misappropriates the intellectual property or other rights of any third party(including any moral right, privacy right, or right of publicity); (vii) use the Beta Trial Solutionfor any activities where the use or failure of the Beta Trial Solution would reasonably be expected toresult in death, serious personal injury, or severe environmental or property damage (such as thecreation or operation of weaponry); (viii) remove or obscure any proprietary notices or labelson the Beta Trial Solution, including brand, copyright, trademark and patent or patent pendingnotice; (ix) sub-license, sell, rent, lend, lease, or distribute the Beta Trial Solution or any intellectualproperty rights therein, or otherwise make the Beta Trial Solution available to others; or (x) modifythe Beta Trial Solution.
5.1 All intellectual property rights and title topre-existing materials are unaffected by this Agreement.
5.2 Hannah and its licensors retain all ownership, rights,title and interest including intellectual property rights in and to: (i) the Hannah Confidential Information(defined below); (ii) the Beta Trial Solution and any Hannah Models; (iii) Feedback (defined below); (iv)Aggregated Data (defined below); and (v)modifications, improvements, customizations, patches, bug fixes, updates, enhancements, aggregations, compilations,derivative works, translations and adaptations, to the foregoing (collectively “Hannah Property”).No rights are granted to Customer hereunder other than as expressly set forth herein. Allrights not expressly granted by Hannah to Customer under this Agreement are reserved by Hannah.
6.1 Hannah, its affiliates, and contractors of either,wherever they do business, may collect, store and otherwise process the following personal identifiableinformation of End Users, business contact information (“BCI”) for example name, business telephone,business address and business emailaddresses as may be required by Hannah under this Agreement.
6.2 Customer retains all ownership, rights, title andinterest including intellectual property rights in and to all Customer Property. Hannah makes no claim to ownership ofInputs inserted or created as a resultof the Beta Trial Solution. Customer hereby grants to Hannah and its affiliatesa perpetual, irrevocable, worldwide,royalty-free, fully paid up, transferable, sublicensable, and non exclusivelicense to use, copy, collect, host, store, access, process, display,distribute, transfer and transmit Customer Property in order to: (i) providethe Beta Trial Solution in accordance with the terms of this Agreement; (ii) develop and improve the Beta TrialSolution and Hannah’ and its affiliatesother offerings; and (iii) produce or generate information and other data in ananonymous and aggregated form that iscollected or generated by Beta Trial Solution related to how individual users interact with the Beta Trial Solution,including frequency and duration of usage, specific features or functions accessed, userpreferences and patterns of behavior, but expressly excluding any information or data that can (whetheralone or when combined with other information or data) identify or reveal the identity of individualuse (such data, information and materials, the “Aggregated Data”). For the purposes of this Agreement: (x) “CustomerData” means any data (other than Aggregated Data), information, content,records, and files that Customer (or any of its End Users) loads, receives through, transmits to or enters into the BetaTrial Solution; (y) “Inputs” means allinputs that End Users provide into the Beta Trial Solution; and (z) “CustomerProperty” means Customer Data, Inputs, andOutputs. For clarity and avoidance of all doubt, the term “Customer Property” does not include anyHannah Property. NOTWITHSTANDING THE FOREGOING, CUSTOMER ACKNOWLEDGES AND AGREES THAT CERTAINJURISDICTIONS DO NOT RECOGNIZEINTELLECTUAL PROPERTY OWNERSHIP IN OUTPUTS AND AS A RESULT HANNAH MAKES NO REPRESENTATION ORWARRANTY THAT The CUSTOMER WILL HAVEFULL OWNERSHIP OF SUCH OUTPUTS.
6.3 Customer represents, warrants and covenants with Hannahthat: (A) all Customer Property fitsentirely within one of the following categories: (i) Customer Property whichdoes not contain information about an identifiable individual or otherinformation subject to privacy laws or data protection laws (“Personal Information”), whether or not anonymized orde-identified in any fashion, and is nototherwise subject to governmental regulation in connection with use ofBeta Trial Solution; (ii) BCI of EndUsers, as detailed in Section 6.1 above; or (iii) Customer Property which may have contained PersonalInformation, but which has been fully anonymized by Customer prior to being uploaded to the BetaTrial Solution or otherwise being provided to Hannah, so as to ensure that the Customer Property nolonger contains Personal Information (B) Customer will comply with all applicable laws; and (C)Customer owns all Customer Property (including Inputs) that End Users provide into the Beta TrialSolution.
6.4 Customer acknowledges that Hannah has no obligation toreview Customer Property uploaded to theBeta Trial Solution to determine if such Customer Property containsPersonal Information. However, if Hannahbecomes aware of Personal Information provided by Customer, except where prohibited by applicable law,Hannah will delete or return the Personal Information and, in either event, will notifyCustomer.
6.5 Customer will not deliver or otherwise provide Hannahwith access to any data that may includePersonal Information (except as detailed in Section 6.1 above) or any data thatmay be subject to any privacy laws ordata protection laws.
During the Term, Customer and its End Users will provideverbal or written performanceevaluations about the Beta Trial Solution to Hannah and its personnel(collectively, “Responses”). Testresults, Responses and all inventions, improvements, modifications, derivations or developments related to theBeta Trial Solution conceived or made by Hannah during or subsequent to this Agreement, includingthose inventions, product improvements, modifications, derivations or developments that may be basedpartly or wholly on feedback, suggestions or recommended improvements from you or End Users (collectively “Feedback”)will be the exclusive property of Hannahand its licensors and will be Hannah Confidential Information, and Hannahand its licensors will have exclusiverights to all patents, copyrights, property rights, title and interest in such inventions, improvements, modifications,derivations or developments related to the Beta Trial Solution. Customer hereby irrevocably and inperpetuity hereby assigns, and agrees to promptly cause to be assigned, allright, title and interest, including all intellectual property rights, in andto such Feedback, and will promptlycause all authors to waive in favour of Hannah and its successors, assigns and licensees, all moralrights therein. Customer represents and warrants to Hannah that it has obtained sufficientwritten assignments of all Feedback to comply with the foregoing sentence. Customer will not earn oracquire any rights or licenses in the Beta Trial Solution or in any Hannah Property on accountof this Agreement or Customer's performance under this Agreement, even if Hannah incorporatesany Feedback into the Beta Trial Solution. Hannah will be entitled todistribute, publish and otherwise use Feedback as it determines, in itssole discretion.
You will not, nor will you authorize or permit any personto, distribute, transfer, assign, sublicense or otherwise provide access or disclose to any third party any materialsor information of Hannah provided in connection with this Agreement that areidentified by Hannah as confidential or that are by their nature confidential (“HannahConfidential Information”). For avoidance of all doubt, Hannah Confidential Information includes theBeta Trial Solution. Customer will not use or reproduce Hannah Confidential Information for any purpose, other than asand to the extent expressly permittedunder this Agreement. Customer will take all reasonable measures required to maintain the confidentiality and securityof all Hannah Confidential Information. Notwithstanding the foregoing, Customer may disclose HannahConfidential Information: (i) on a need-to-know basis to its End Users who are bound or agree to bebound by written non-disclosure terms that are no less restrictive than those set forth in thisAgreement; or (ii) to the extent required by a court of competent jurisdiction or other governmentalauthority or otherwise as required by all applicable law, provided that, unless prohibited byapplicable law, Customer will first give Hannah an opportunity to oppose the disclosure or toseek a protective order protecting such Hannah Confidential Information priorto any such disclosure, and provided that such disclosure complies with the terms of any such protective orderobtained to which Customer is subject. If Customer becomes aware of any loss of or unauthorizedaccess to Hannah Confidential Information, Customer will immediately notify Hannah and provide any information orassistance reasonably required by Hannahrelating to such loss or unauthorized access, including performing investigations to determine the source ofsuch loss or unauthorized access. Customer agrees that Hannah will be entitledto seek injunctive relief to prevent breaches of the provisions of Sections2, 4, 5, 6 or this Section 8 and tospecifically enforce the provisions of Sections 2, 4, 5, 6 or this Section 8 in addition to any other remedy towhich Hannah may be entitled at law or in equity.
THE BETA TRIAL SOLUTION IS PROVIDED “AS IS”. TO THEMAXIMUM EXTENT PERMITTED BY APPLICABLELAW, HANNAH DISCLAIMS ANY AND ALL WARRANTIES, CONDITIONS AND GUARANTEES, EXPRESS, IMPLIED OROTHERWISE, INCLUDING BUT NOT LIMITED TOTHE WARRANTIES AND CONDITIONS OF MERCHANTABILITY, MERCHANTABLE QUALITY, TITLE, NON-INFRINGEMENT, FITNESS FOR A PARTICULAR PURPOSE AND ANY WARRANTIESOR CONDITIONS ARISING FROM A COURSE OFDEALING, USAGE OR TRADE PRACTICE. YOU ASSUME ALL LIABILITY, FINANCIAL OR OTHERWISE, ASSOCIATED WITH THEUSE OR OTHER DISPOSITION OF THE BETATRIAL SOLUTION. THE BETA TRIAL SOLUTION MAY NOT BE CERTIFIED IN ACCORDANCE WITH ALL INTERNATIONAL STANDARDSAPPLICABLE TO THE DEVICES ON WHICH THEBETA TRIAL SOLUTION IS OR WILL BE INSTALLED OR USED. HANNAH MAKES NO REPRESENTATION OR WARRANTY THATINSTALLATION OR USE OF THE BETA TRIAL SOLUTION WILL NOT AFFECT CERTIFICATIONS OR WARRANTIES FOR SUCHDEVICES. HANNAH IS NOT RESPONSIBLE FORANY DEFECTS IN OR DAMAGE RELATED TO THE BETA TRIAL SOLUTION RESULTING FROM YOUR, YOUR AGENTS’ OR EMPLOYEES’OR ANY OTHER THIRD PARTY’S USE,MISHANDLING, ABUSE, MISUSE OR ACCIDENT. HANNAH MAKES NO REPRESENTATION OR WARRANTY THAT YOUR USE OF THE BETA TRIAL SOLUTION WILL BE UNINTERRUPTED, TIMELY,SECURE OR ERROR-FREE. THE BETA TRIAL SOLUTION MAY CONTAIN BUGS OR ERRORS. ANYPARTICIPATION IN OR USE OF THE BETATRIAL SOLUTION IS AT CUSTOMER’S SOLE RISK. CUSTOMER ACKNOWLEDGES THAT HANNAH MAY ADD, MODIFY,LIMIT, OR DISCONTINUE BETA TRIAL SOLUTION AT ANY TIME, IN ITS SOLE DISCRETION, AND MAY NEVER MAKE AN APPLICABLE SUCCESSOR SERVICE AVAILABLE. WITHOUT LIMITING THE FOREGOING, CUSTOMERACKNOWLEDGES AND AGREES THAT: (I) THENATURE OF AI MODELS (INCLUDING GENAI) IS NOT INTENDED, AND CANNOT BE, RELIED UPON WITHOUT INDEPENDENT VERIFICATION;AND (II) IT IS NOT HANNAH’S RESPONSIBILITY TO VALIDATE AND INSTRUCT CUSTOMER’S END USERS TOVALIDATE THE RESULTS OF THE BETA TRIALSOLUTION, INCLUDING ALL OUTPUTS, BEFORE RELYING ON SUCH RESULTS AND OUTPUTS, NOR IS IT HANNAH’ RESPONSIBILITYTO ENSURE THAT ALL PERSONS THAT RECEIVESSUCH RESULTS AND OUTPUTS UNDERSTANDSSUCH LIMITATIONS. CUSTOMER ACKNOWLEDGES AND AGREES THAT CUSTOMER AND ITS END USERS ARE NOT PERMITTEDTO EXPORT ANY OUTPUT DURING THE TERM.CUSTOMER WILL NOT BE ABLE TO EXPORT ANY OUTPUT UNLESS CUSTOMER PURCHASES A SUBSCRIPTION BEFORE THEEND OF THE TERM SUBJECT TO EXECUTION OFA PAID SUBSCRIPTION SERVICES AGREEMENT AND PAYMENT OF FEES TO HANNAH.
10.1 Customer will defend, indemnify and hold harmlessHannah and its affiliates, and their respective employees, officers, directors, agents, contractors,successors, and assigns, (each an “Hannah Indemnitee”) from and against any and all losses, damages,claims, actions, judgments, settlements,interest, awards, penalties, fines, costs, or expenses of whatever kind,including reasonable legal fees and thecosts of enforcing any right to indemnification hereunder and the cost of pursuing any insurance providers(“Losses”) incurred by a Hannah Indemnitee arising out of or relating to any claim, action, demand,inquiry, audit, proceeding, or investigation of any nature, civil, criminal, administrative, regulatory,or other, whether at law, in equity or otherwise (collectively, an “Action”), arising from orin connection with: (i) the Customer Property, or other materials provided by Customer or any of itsEnd Users; (ii) unauthorized use of the Beta Trial Solution by Customer or any End User; (iii)Customer’s breach of Sections 2, 4, 6.3, 6.5 and 12.4; (iv) the combination ofany third party products with the Beta Trial Solution by Customer or itsEnd Users; and (v) Customer’s failure tocomply with applicable laws.
10.2 The Parties acknowledge that the following provisionshave been negotiated by them and reflecta fair allocation of risk and form an essential basis of the bargain and willsurvive and continue in full force andeffect despite any failure of consideration or of an exclusive remedy: TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLELAW, IN NO EVENT WILL HANNAH BE LIABLETO CUSTOMER OR TO ANY PERSON FOR ANY: (I) SPECIAL, EXEMPLARY, PUNITIVE, INDIRECT, INCIDENTAL ORCONSEQUENTIAL DAMAGES; (II) LOST OR LOSS OF (A) SAVINGS, (B) PROFIT, (C) USE, OR (D) GOODWILL; (III) BUSINESSINTERRUPTION; (IV) COSTS FOR THEPROCUREMENT OF SUBSTITUTE PRODUCTS OR SERVICES; (V) PERSONAL INJURY OR DEATH; OR (VI) PERSONAL ORPROPERTY DAMAGE ARISING OUT OF OR IN ANYWAY CONNECTED TO THIS AGREEMENT, REGARDLESS OF CAUSE OF ACTION OR THE THEORY OF LIABILITY, WHETHER INCONTRACT, TORT (INCLUDING NEGLIGENCE ORGROSS NEGLIGENCE), OR OTHERWISE, AND EVEN IF NOTIFIED IN ADVANCE OF THE POSSIBILITIES OF SUCH DAMAGES.TO THE MAXIMUM EXTENT PERMITTED BYAPPLICABLE LAW, IN NO EVENT WILL THE TOTAL AGGREGATE LIABILITY OF HANNAH IN CONNECTION WITH OR UNDER THISAGREEMENT, WHETHER IN CONTRACT, TORT(INCLUDING NEGLIGENCE OR GROSS NEGLIGENCE), OR OTHERWISE, EXCEED THE TOTAL AGGREGATE AMOUNT OF CAD$100.FOR GREATER CERTAINTY, THE EXISTENCE OFONE OR MORE CLAIMS UNDER THIS AGREEMENT WILL NOT INCREASE THIS MAXIMUM LIABILITY AMOUNT.
11.1 The term of this Agreement will commence upon theEffective Date and will expire on date noted in the cover page of this Agreement (the “Term”). During the Term,Customer will negotiate in good faithwith Hannah for pilot and a steady state subscription services agreement.Neither Party is under any legalobligation to conduct or continue any discussions or negotiations with respect to, or enter into, any relationship,other agreement, or transaction whatsoever, including, any definitive agreement for a pilot orsteady state subscription service.
11.2 Each Party may terminate this Agreement at any timeupon 30 days prior written notice to theother Party, for any reason whatsoever, without payment of any terminationfees, penalties or other amounts of anykind. Unless otherwise agreed by Hannah, upon termination by Customer pursuant to this Section 11.2, Customer isnot entitled to any refund of any prepaid Fees and Customer will pay all Fees for the remainderof the Term.
11.3 Upon expiration or earlier termination of thisAgreement: (i) Hannah may delete any information or Customer Property that it is not required by law toretain; (ii) Customer will immediately cease (and ensure that End Usersimmediately cease) accessing or using the Beta Trial Solution, including deleting any and all copies of any software(if any); and (iii) any applicable Feesand amounts due to Hannah are immediately due and are to be immediately paidby Customer to Hannah. No expiration ortermination will affect Customer’s obligation to pay all Fees that may have become due before suchexpiration or termination or entitle Customer to any refund. For clarity and avoidance of all doubt,Customer and its End Users will not be able to export any Output during or after the Term unlessCustomer agrees to a definitive steady state subscription services agreement for paid subscription(including payment of fees to Hannah) with Hannah in order to download or export any Output.
11.4 All sections of this Agreement which by their natureshould survive termination will survive termination, including, intellectual property, confidentialityobligations, disclaimers, indemnification obligations, limitations of liability, and the miscellaneous provisionsin Section 12 below.
12.1 Notices. Notices sent to either Party will be effectivewhen delivered in writing and in personor by email, one day after being sent by overnight courier, or five days afterbeing sent by first class mail postageprepaid to the official contact designated by the Party to whom a noticeis being given. Notices must be sent:
(i) if to Hannah, to the following address:
Hannah HR Technologies Inc.
Address: [ 1154 24th st w, N V. ]
Attention: [ ]
Email: [ izzieo@hannahhr.com ]
and (ii) if to Customer, to the current postal or emailaddress that Hannah has on file with respect to Customer. Customer is solely responsible for keeping itscontact information on file with Hannahcurrent at all times during the Term.
12.2 Assignment. Customer may not assign this Agreement, inwhole or in part, without Hannah’ priorwritten consent. Any purported assignment or delegation by the Customer inviolation of this Section will be nulland void. Hannah may assign this Agreement or any rights under this Agreement to any third party withoutCustomer’s consent and without notice to Customer. This Agreement enures to the benefit of and isbinding upon the Parties and their respective successors and permitted assigns.
12.3 Governing Law and Attornment. This Agreement and anyAction related thereto will be governedby and construed in accordance with the laws of the Province of British Columbia and the federal laws of Canadaapplicable therein, without regard to conflicts of law principles. The Parties will initiate anylawsuits in connection with this Agreement in Vancouver, British Columbia,Canada, and irrevocably attorn to the exclusive personal jurisdiction and venueof the courts sitting therein. The U.N. Convention on Contracts for the International Sale of Goods will not apply tothis Agreement. This choice of jurisdiction does not prevent Hannah from seeking injunctive reliefwith respect to a violation of intellectual property rights or confidentiality obligations in anyappropriate jurisdiction.
12.4 Export Restrictions. Customer will not directly orindirectly export or re-export Beta Trial Solution or any component thereof without first obtaining all requiredlicenses, permits and permissionsrequired under applicable law. Hannah makes no representation or warranty thatthe Beta Trial Solution may be exportedwithout Customer first obtaining appropriate licenses or permits under applicable law, or that anysuch license or permit has been, will be, or can be obtained.
12.5 Construction. Except as otherwise provided in thisAgreement, the Parties’ rights and remedies under this Agreement are cumulative and are in addition to, andnot in substitution for, any otherrights and remedies available at law or in equity or otherwise. The terms“include” and “including” mean,respectively, “include without limitation” and “including without limitation.”The headings of sections of thisAgreement are for reference purposes only and have no substantive effect. The terms “consent” or “discretion”,means the right of a Party to withhold such consent or exercise such discretion, as applicable,arbitrarily and without any implied obligation to act reasonably or explain its decision to theother Party.
12.6 Severability. Any provision of this Agreement found bya tribunal or court of competent jurisdiction to be invalid, illegal or unenforceable will be severedfrom this Agreement and all other provisions of this Agreement will remain in full force and effect.
12.7 Waiver. A waiver of any provision of this Agreementmust be in writing and a waiver in one instance will not preclude enforcement of such provision on otheroccasions.
12.8 Customer Lists. With Customer’s prior written consent,Hannah may identify Customer by name andlogo as a Hannah customer on Hannah’ website and on other promotionalmaterials. Any goodwill arising from theuse of Customer’s name and logo will inure to the benefit of Customer.
12.9 Independent Contractors. Hannah’s relationship toCustomer is that of an independent contractor, and neither Party is an agent or partner of the other. ThisAgreement is nonexclusive. ThisAgreement does not create a partnership, franchise, joint venture, agency,fiduciary or employment relationshipbetween the Parties and Customer does not have any authority of any kind to bind Hannah in any respectwhatsoever.
12.10 Entire Agreement. This Agreement constitutes theentire agreement between the Parties with respect to the subject matter of this Agreement and supersedes allprior or contemporaneous agreements,representations or other communications between the Parties, whether written ororal.
12.11 Amendments. No amendment, supplement, modification,waiver, or termination of this Agreementand, unless otherwise expressly specified in this Agreement, no consent orapproval by any Party, will be bindingunless executed in writing by the Party or Parties to be bound thereby.
12.12 Third Party Beneficiaries. Except for Hannah’licensors and except as expressly provided in this Agreement, there are no third-party beneficiaries to thisAgreement.
12.13 Counterparts. This Agreement may be validly executedby facsimile or electronic transmissionand in counterparts, which taken together will constitute one and the sameagreement and each of which willconstitute an original.
12.14 English Language. The Parties confirm that theessential stipulations of this Agreement reflect the mutual agreement of the Parties further to negotiation, andwere not imposed by either Party, evenwhen drawn up by one of the Parties. The Parties further confirm that it is theexpress wish of all Parties that thisAgreement, all documents related to this Agreement and all communications between the Parties in thecontext of the performance of this Agreement be in English only. Les Parties confirment que lesstipulations essentielles de la présente entente reflètent le résultat de discussions libresde gré à gré et n’ont pas été imposées par l’une ou l’autre des Parties, même lorsque rédigées par l’unedes Parties. Les Parties confirment également que c’est la volonté expresse des Parties que laprésente entente, tout document s’y rattachant et toute communication entre les Parties dans le cadrede l’exécution de cette entente soient uniquement en anglais.