Terms and Conditions
Silanis e-SignLive™ Electronic Signature Service Terms
THIS DOCUMENT (the “Agreement”) IS A LEGAL AGREEMENT BETWEEN SILANIS TECHNOLOGY INC. (“Silanis”) AND THE SERVICE USER (“You” or “Your”, as the case may be) WHICH GOVERNS USE BY YOU, AND YOUR END USERS, OF SILANIS’ E-SIGNLIVE E-SIGNATURE SERVICE (THE “Service”) WHICH IS MADE AVAILABLE VIA THE WEBSITE WWW.E-SIGNLIVE.COM (THE “Website”).
BY ACCEPTING THIS AGREEMENT, EITHER BY CLICKING A BOX INDICATING YOUR ACCEPTANCE OR BY EXECUTING AN ORDER FORM THAT REFERENCES THIS AGREEMENT, YOU AGREE TO THE TERMS OF THIS AGREEMENT. IF YOU ARE AN AGENT OR EMPLOYEE OF AN ENTITY, YOU REPRESENT AND WARRANT THAT: YOU ARE DULY AUTHORIZED TO ACCEPT THIS AGREEMENT ON SUCH ENTITY’S BEHALF AND TO BIND SUCH ENTITY; AND SUCH ENTITY HAS FULL POWER, CORPORATE OR OTHERWISE, TO ENTER INTO THIS AGREEMENT AND PERFORM ITS OBLIGATIONS HEREUNDER.
1. SCOPE OF AGREEMENT
The Service that Silanis provides to You is subject to the following terms of use (“Terms”). Silanis may modify this Agreement at any time by publishing a revised Agreement on the Website and/or sending information regarding the revised Agreement to the last email address on file with Silanis.
The revised Agreement will become effective on the third day following such publication or provision to You, unless You expressly accept the revised Agreement earlier by clicking a box indicating your acceptance. Your express acceptance or Your continued use of the Service after the expiry of the three day notice period will constitute Your acceptance to be bound by the revised Agreement. You can find the latest version of this Agreement on the Website WWW.E-SIGNLIVE.COM.
YOU ARE RESPONSIBLE FOR REGULARLY REVIEWING THE SILANIS E-SIGNLIVE WEBSITE TO OBTAIN TIMELY NOTICE OF ANY REVISED AGREEMENTS.
2. THE SILANIS SERVICE
2.1 How it Works. e-SignLive™ facilitates the electronic signing of documents between you and the signers (customers), who may be in your company or outside of your company. You are responsible for keeping Your customers’ information and data up to date and Silanis will have no liability to You or Your customers for any issues arising as a result of your failure to ensure that content and information for the Service is accurate or up to date.
2.2 Subscription Types and Accounts.
You may subscribe to one or more of the following subscription types and accounts that are offered by the Service.
2.2.1 Free Subscription. Silanis may offer a limited version of e-SignLive™ at no charge. Your use of the Free Subscription is nonetheless governed by these Terms. Silanis reserves the right to modify or cancel the free subscription at any time without prior notice.
2.2.2 Trial Subscription. Silanis may offer a limited time free trial of the Service for initial assessment. Please note that trial subscriptions have limitations of usage and may automatically change status and become full subscriptions when these subscription limitations are exceeded.
2.2.3 Full Subscription. Unless otherwise specified, the Service can be purchased as monthly or annual subscriptions as further detailed in Section 5, Payment Terms below.
2.2.4 Service Integration. You may choose to integrate e-SignLive™ with Your systems. Integration between systems may result in some loss or damage to data. You acknowledge and agree that Silanis will not be responsible for any such loss or damage associated with any integration efforts.
2.2.5 Creating an Account. Whether you wish to access and use the Service on a free, trial, or full subscription, or integrated with Your systems, you must register with Silanis by providing basic information when creating an account, including but not limited to: name, address, contact person, telephone number, and email address.
3. SERVICE TERMS
3.1 Service Use Guidelines. You are only permitted to use the Service as contemplated in this Agreement. You will not:
(a) modify, translate, reverse engineer, decompile, disassemble or create derivative works based on the Service (or any components of it);
(b) circumvent any user limits or other use restrictions that are built into the Service;
(c) remove any proprietary notices, labels, or marks from the Service or its components; or
(d) access the Service in order to (i) build a competitive product or service; or (ii) copy any ideas, features, functions or graphics of the Service.
3.2 Access to Service Back-End. You will be provided with login details enabling access to Service back-end which contains documents and contact information relating to e-signatures (the “Data”). Please note that You are responsible for ensuring the security of your login details and Silanis will in no event be liable to You or to any third party (including Your customers) for unauthorized use or access to the Data through your user account. You will notify Silanis promptly upon becoming aware of any such unauthorized access or use; and will comply with all applicable local, state, provincial, federal and foreign laws in using the Service.
3.3 Data Protection and Storage of Data. While your account is active, Silanis will maintain the Data within your Silanis account. Silanis shall maintain administrative, technical and physical safeguards to protect the security, confidentiality and integrity of the Data in its possession. You acknowledge that Silanis may change its practices and limitations concerning storage of the Data at any time, and that notification of any such changes will be posted on the Website. You further agree that this feature is provided as a convenience only and Silanis and its parent(s), partner(s), subsidiary(ies), and affiliate(s) ("Affiliates") have no responsibility or liability whatsoever for the deletion, loss, disclosure of, or failure to store, any documents and/or other communications maintained or transmitted by the Services. You may retrieve and store copies of the Data at anytime for storage outside of the System, and may delete or purge Data from the System to remain in compliance with any storage limits. Transaction Data associated with deleted or purged documents may be retained by Silanis indefinitely. Additional storage capacity is available, subject to periodic charges.
3.4 Lawful Purposes. You will at any and all times meet Your obligations hereunder, as well as any and all laws, regulations and policies that may apply to the use of the Service in Your country. You will use the Service solely for lawful purposes. In this respect You may not (i) use the Service to manage any illegal operations, (ii) use any type of spider, virus, worm, Trojan horse, time bomb or any other codes or instructions that are designed to distort, delete or damage the system, (iii) send any unsolicited commercial communication not permitted by applicable law; or (iv) endanger any part of any system or Internet connection of Silanis or any third party. You agree to indemnify and hold Silanis and its affiliates, agents, business associates, resellers, licensors, and suppliers (collectively, “Suppliers”) harmless from any and all direct, indirect or consequential claims, losses, damages, judgments, expenses and costs (including, but not limited to, attorney’s fees and expenses) arising out of Your (or Your customer’s) use of the Service, Your violation of this Agreement, and the delivery of any of your messages and documents using the Service, or the infringement of any trademark or copyright by You.
3.5 Your Use of the Service. Your use of the Service is subject to the following: (i) you acknowledge and agree that nothing in these Terms will be considered to make Silanis a party to any contract executed using the service (e-Contract), and Silanis makes no representation or warranty regarding the transactions sought to be effected by any e-Contract; (ii) you acknowledge and agree that Silanis maintains no control of or access to the contents of any e-Contract and the content, quality, and format of any e-Contract is completely within your control; (iii) The Services may provide options designed to verify the identity of the intended recipient of an e-Contract ("Authentication Measures"). You acknowledge and agree that Silanis (a) will apply only those Authentication Measures (if any) selected by you, (b) makes no representations or warranties regarding the appropriateness of such Authentication Measures, and (c) assumes no liability or responsibility for a party's inability or failure to satisfy any particular Authentication Measure; (iv) You acknowledge and agree that (a) if an e-Contract has not been completed within 30 days of being sent, the e-Contract may be deleted from the System, and (b) Silanis assumes no liability or responsibility for a party's failure or inability to electronically sign any e-Contract within such a period of time; (v) If a statute, regulation, or other rule of law requires that information relating to a transaction or transactions in or affecting interstate or foreign commerce be provided or made available to a "consumer" (as defined therein) in writing, and to the extent that any party to an e-Contract is deemed a "consumer," Customer is solely responsible for ensuring that the use of an electronic record to provide or make available (whichever is required) such information satisfies the requirement that such information be in writing. Additionally, Customer is solely responsible for ensuring that its use of the Services complies with all applicable laws, including electronic signature law. Silanis assumes no responsibility to determine whether a written consumer disclosure is required with regard to a transaction represented by an e-Contract, and, further, Silanis assumes no responsibility to provide any such disclosures or to obtain any consumer consents; and (vi) You acknowledge and agree that applicable electronic signature law does not extend to all types of agreements and documents and certain types of agreements and documents are excepted from applicable electronic signature law, such that they cannot be legally formed by electronic signatures; additionally, various agencies may have promulgated specific regulations that apply to electronic signatures and electronic records, and Silanis assumes no responsibility to determine whether any particular e-Contract is an exception to applicable electronic signature law or whether it is subject to any particular agency promulgations and whether it can be legally formed by electronic signatures.
3.6 Unsolicited Information & Opt-Outs. The Service may include the provision of communications on behalf of You to your customers. It is Your responsibility to provide your customers with the ability to opt-out of communications provided by Silanis on Your behalf. It is also Your responsibility to inform Silanis promptly if any of your customers opt-out of receiving communications. Your failure to comply with these responsibilities is prohibited and is a material violation of this Agreement. Silanis will have no liability whatsoever for any breach of this obligation by You.
4. PROPRIETARY RIGHTS
4.1 Exclusive Ownership. Any and all intellectual property rights to or arising from the software and technology underlying the Service (including any copies, corrections, bug fixes, enhancements, modifications or new versions thereof) (“Silanis IP”) are and will remain the exclusive property of Silanis and its licensors. Nothing in this Agreement intends to transfer any such IP rights to, or to vest any such intellectual property rights in You. You are only entitled to the limited use of the intellectual property rights granted to You in this Agreement. You may not copy, modify or reverse engineer any part of the Service owned by Silanis or otherwise interfere with Silanis IP. Any unauthorized use of Silanis IP is a violation of this Agreement as well as a violation of intellectual property laws and treaties including, without limitation, copyright laws and trademark laws. All title and intellectual property rights in and to any third party content that is not contained in the Service, but may be accessed through use of the Service, is the property of the respective content owners and may be protected by applicable copyright or other intellectual property laws and treaties. You acknowledge and agree that only Silanis will have the right to maintain, enhance or otherwise modify the Service and any parts thereof.
4.2 End-User Data. As between You and Silanis, You own the Data. You hereby grant (and warrant that you have the right to grant) to Silanis, its affiliates, licensors, suppliers, subcontractors and/or distributors the right and license to access and use the Data to the extent necessary to perform the Service as contemplated by this Agreement.
4.3 Confidentiality; Privacy. Silanis is committed to respecting Your privacy and the confidentiality of Your personal data and that of Your customers. Silanis holds personal information in accordance with the terms of its Privacy Policy.
4.4 Suggestions. Silanis will have a royalty-free, worldwide, transferable, sublicensable, irrevocable, perpetual, unrestricted license to use and/or incorporate into the Service (or other product offerings) any suggestions, enhancement requests, recommendations or other feedback provided by You relating to the operation of the Service.
5. PAYMENT TERMS
5.1 Charges.
(a) You agree to pay all activation fees, subscription and usage fees and, applicable, taxes (collectively, “Charges”) for Your use of the Service in the currency in which billed and according to the payment plan applicable to Your Service and in effect for Your country of residence.
(b) Your access to and use of the Service is subject to Your payment of the Charges set out in the pricing plan selected by You during the registration process or as set out in a written quote (as applicable).
(c) Subscription fees and applicable taxes, are payable, either monthly, quarterly or annually (according to Your selection during the registration process), in advance. Usage fees are charged as and when such fees are incurred or by accumulating such fees (in Silanis’s sole discretion) in accordance with applicable usage rates.
(d) Failure to use Your account will not be deemed a basis for refusing to pay any Charges submitted by Silanis in accordance with this Agreement.
(e) If You subscribed for Service pursuant to a trial subscription, Your activation fee and an initial monthly subscription fee will be PRE-AUTHORIZED AGAINST YOUR CREDIT CARD OR DEBIT CARD LIMIT (meaning the amounts pre-authorized will not be considered available credit or debit funds in such account) and will be immediately charged to Your credit or debit card, without further authorization from You, upon the expiration of the free trial period, unless You provide prior written notice (in accordance with Silanis’s verification procedures, as may be established by Silanis from time to time in its sole discretion) that You have terminated this authorization. Such notice will not affect Charges submitted before Silanis reasonably could act on Your notice.
(f) Unless otherwise stated, all invoiced amounts are due upon receipt and are non-refundable.
(g) You will:
(i) keep the billing, credit card and payment information You provide to Silanis (including name, credit card number and expiry date, mailing address, email address and telephone number) accurate and up to date; otherwise, Silanis may suspend the Service;
(ii) promptly advise Silanis if Your credit card information changes due to loss, theft, cancellation or otherwise and be responsible for any Charges submitted before Silanis could reasonably act on your notice; and
(iii) be liable for Your failure to pay any Charges billed to You by Silanis caused by Your failure to provide Silanis with up to date billing information.
(h) if You have any questions regarding any Charges that have been applied to Your account, You must contact Silanis Support within thirty (30) days of the charge date.
5.2 Processing Costs. To offset its additional processing costs, Silanis may bill You for administrative charges as set from time to time for administrative or account activities including: collection efforts due to non-payment or having a balance over Your credit limit (if applicable); returned or rejected payments. All administrative charges charged to You will be indicated to You on Your invoice or receipt and You will pay all such charges.
5.3 Taxes. All Charges are exclusive of applicable value added (“VAT”), sales, use or other taxes, except as required by law.
5.4 Changes to the Service and Charges. Silanis may change the Service (or any aspect thereof) or Charges (including one-time Charges) at any time upon reasonable notice to You by posting the change on the Website, by sending notice via an email to the email address You provide upon registration, by including a message on Your invoice, in writing, or by any other notice method as would reasonably come to Your attention. If You do not accept the change, Your sole recourse is to terminate the Service. Your continued access to and use of the Service after the change has come into effect constitutes Your acceptance of the change and You acknowledge and agree that (i) You will be deemed to have accepted the change, with no additional written agreement or express acknowledgement required; and (ii) You will continue to be responsible to pay for the Service unless You terminate in accordance with Section 6.2.
5.5 Service Renewal Charges. Monthly, quarterly or annual subscriptions will automatically renew and the relevant fees will be processed and charged to You unless You notify Silanis in writing at least thirty (30) days in advance of the anniversary of a renewal period that You want to discontinue the Service.
5.6 Pre-authorized Payment. By providing a credit card to Silanis as part of your account set-up for Your monthly or annual pre-authorized payments, You authorize Silanis to charge Your credit card for all outstanding Charges and outstanding account balances due under the Agreement, and this constitutes Silanis’s good and sufficient authority for so doing. If Your pre-authorized payment fails, Silanis may immediately deactivate Your account without notice to You and collect Fees owing using other collection mechanisms. You are solely responsible for all Charges incurred under Your account by You or third-parties.
6. TERM AND TERMINATION
6.1 Term. This Agreement will be effective as of the date You register for the Service and will remain effective until terminated by either party as set forth below.
6.2 Termination by You. You may terminate the Service for convenience at any time by contacting Silanis at support@e-signlive.com to terminate the Service. Termination is effective immediately from the date You contact Silanis (the “Termination Date"). Termination of the Service will not entitle You to a refund for any amounts prepaid for the Service. You are responsible for downloading all Data and Customer Information prior to termination of the account.
6.3 Service Suspension or Termination by Silanis. Without limiting other remedies, Silanis may limit, suspend or terminate this Agreement and Your use of the Service, prohibit access to the Website and delete Your user account and/or user ID, with immediate effect, if any outstanding invoice is more than 10 days past due, or if Silanis reasonably believes that You are (i) in breach of this Agreement, (ii) creating legal liabilities (actual or potential), (iii) not adhering to any relevant Silanis policies, or (iv) engaging in fraudulent or illegal activities. Silanis will effect such termination by providing notice to You in writing and/or by preventing Your access to Your account. Silanis reserves the right to cancel user accounts that have been inactive for more than one (1) year.
6.4 Effect of Termination. Silanis will not be liable in respect of any damage caused by the termination of this Agreement. Upon termination of this Agreement, the Service (and access to Silanis’s systems) will terminate. Termination of this Agreement will not relieve You of any obligation to pay any accrued Charges and Silanis will submit a final invoice in respect of unpaid charges (if applicable). Silanis will delete any personal information of Your customers/end users within 90 days of termination.
7. SUPPORT SERVICES
7.1 Service Levels. Silanis will use commercially reasonable efforts to keep the Service operational on a 24/7 basis except for planned downtime or any unavailability caused by circumstances beyond Silanis’ reasonable control including, but not limited to, Acts of God such as flood, fire, earthquakes, Internet service provider failures or delays or availability issues (including downtime or service outages) of Your payment gateway service provider.
7.2 Support Named Contacts. Silanis customer service and technical support are provided to Silanis customers only. For the avoidance of doubt, You will be responsible for providing first line support to Your customers/end users. You must provide us with the name and contact information for a named contact(s) who will be the user(s) authorized to use the purchased Service and access support services. The named contact (s) within the company or organization may be changed if necessary but must be entitled to make decisions on behalf of You or Your enterprise.
8. DISCLAIMER OF WARRANTIES AND LIMITATION OF LIABILITY
8.1 NO WARRANTIES. THE SERVICE IS PROVIDED "AS IS" AND THERE ARE NO WARRANTIES, CLAIMS, REPRESENTATIONS OR CONDITIONS OF ANY KIND, EXPRESSED OR IMPLIED, WRITTEN OR ORAL, ARISING BY STATUTE, OPERATION OF LAW, COURSE OF DEALING, USAGE OF TRADE OR OTHERWISE WITH RESPECT TO THE SERVICE. SILANIS DISCLAIMS AND EXCLUDES ANY AND ALL OTHER EXPRESS, IMPLIED AND STATUTORY WARRANTIES INCLUDING, WITHOUT LIMITATION, WARRANTIES OR CONDITIONS OF QUALITY, PERFORMANCE, INTEGRITY OF DATA, NON-INFRINGEMENT, MERCHANTABILITY, OR FITNESS FOR USE FOR A PARTICULAR PURPOSE. SILANIS FURTHER DOES NOT REPRESENT OR WARRANT THAT THE SERVICE WILL ALWAYS BE AVAILABLE, ACCESSIBLE, UNINTERRUPTED, TIMELY, SECURE, ACCURATE, COMPLETE AND ERROR-FREE OR WILL OPERATE WITHOUT PACKET LOSS, NOR DOES SILANIS WARRANT ANY CONNECTION TO OR TRANSMISSION FROM THE INTERNET. IN PARTICULAR YOU ACKNOWLEDGE THAT IN USING THE SERVICE, SENSITIVE CONFIDENTIAL AND/OR PROPRIETARY INFORMATION WILL TRAVEL THROUGH THIRD PARTY INFRASTRUCTURES WHICH SILANIS HAS NO CONTROL OVER AND FOR WHICH SILANIS WILL BEAR NO LIABILITY. NO REPRESENTATION OR OTHER AFFIRMATION OF FACT INCLUDING, BUT NOT LIMITED TO, MARKETING LITERATURE OR COLLATERAL OR STATEMENTS REGARDING PERFORMANCE OF THE SERVICE BY SILANIS WHICH IS NOT CONTAINED IN THIS SECTION WILL BE CONSIDERED TO BE A WARRANTY OR REPRESENTATION AND SHOULD NOT BE RELIED UPON AND IS NOT BINDING UPON SILANIS. SILANIS DOES NOT ASSUME ANY LIABILITY WITH RESPECT TO ANY THIRD PARTY HARDWARE, FIRMWARE, SOFTWARE OR SERVICES.
8.2 LIMITATION OF LIABILITY. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, NEITHER SILANIS NOR ANY OF ITS AFFILIATES, LICENSORS, SUPPLIERS, SUBCONTRACTORS AND/OR DISTRIBUTORS WILL HAVE ANY LIABILITY TO YOU OR ANY OTHER PERSON OR ENTITY FOR ANY DAMAGES (ARISING FROM THIS AGREEMENT, RELATED TO THE SERVICE PROVIDED TO YOU BY SILANIS (INCLUDING ITS AFFILIATES, LICENSORS, SUPPLIERS, SUBCONTRACTORS AND/OR DISTRIBUTORS)) FOR ANY INDIRECT, RELIANCE, INCIDENTAL, SPECIAL, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGES INCLUDING, BUT NOT LIMITED TO, LOSS OF REVENUE OR PROFIT, LOSS OF OR DAMAGE TO DATA, BUSINESS INTERRUPTION, LOSS OF DATA, REPLACEMENT OR RECOVERY COSTS, OR OTHER COMMERCIAL OR ECONOMIC LOSS, WHETHER ARISING FROM CONTRACT, EQUITY, TORT (INCLUDING NEGLIGENCE OR STRICT LIABILITY) OR ANY OTHER THEORY OF LIABILITY, EVEN IF SILANIS (INCLUDING ITS AFFILIATES, LICENSORS, SUPPLIERS, SUBCONTRACTORS AND/OR DISTRIBUTORS) HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, OR THEY ARE FORESEEABLE. IN NO EVENT WILL SILANIS’S TOTAL AGGREGATE LIABILITY UNDER THIS AGREEMENT IN RESPECT OF DIRECT DAMAGES EXCEED THE AMOUNTS PAID BY YOU TO SILANIS FOR THE SERVICE IN THE PRECEDING TWELVE MONTHS HOWSOEVER ARISING.
IN THE EVENT APPLICABLE LAW DOES NOT PERMIT SUCH LIMITATIONS AND/OR SUCH EXCLUSIONS TO BE COMPLETELY DISCLAIMED, THESE LIMITATIONS AND/OR EXCLUSIONS WILL BE INTERPRETED AS NECESSARY TO GIVE SILANIS THE MAXIMUM BENEFIT OF ANY DISCLAIMER, LIMITATION AND/OR EXCLUSION AS PERMITTED BY APPLICABLE LAW.
8.3 IN NO EVENT SHALL THE TOTAL CUMULATIVE LIABILITY OF SILANIS (INCLUDING ITS AFFILIATES, LICENSORS, SUPPLIERS, SUBCONTRACTORS AND/OR DISTRIBUTORS) TO YOU OR ANY OTHER PERSON OR ENTITY FOR ANY DAMAGES ARISING FROM THIS AGREEMENT, RELATED TO THE SERVICE PROVIDED TO YOU BY SILANIS (INCLUDING ITS AFFILIATES, LICENSORS, SUPPLIERS, SUBCONTRACTORS AND/OR DISTRIBUTORS), EXCEED THE FEES PAID BY YOU FOR THE SERVICES IN THE TWELVE MONTHS PRECEDING THE INCIDENT GIVING RISE TO THE CLAIM.
8.4 THE DISCLAIMER OF REPRESENTATIONS, WARRANTIES AND CONDITIONS AND LIMITATION OF LIABILITY IN THIS SECTION 8 CONSTITUTE AN ESSENTIAL PART OF THIS AGREEMENT. YOU ACKNOWLEDGE THAT BUT FOR THE DISCLAIMER OF REPRESENTATIONS, WARRANTIES AND CONDITIONS AND LIMITATION OF LIABILITY, NEITHER SILANIS NOR ANY OF ITS LICENSORS OR SUPPLIERS WOULD GRANT THE RIGHTS GRANTED IN THIS AGREEMENT. YOUR ONLY RIGHT OR REMEDY WITH RESPECT TO ANY PROBLEMS OR DISSATISFACTION WITH THE SERVICE IS TO IMMEDIATELY CEASE USE OF THE SAME.
8.5 NO ACTION ARISING OUT OF THIS AGREEMENT, REGARDLESS OF THE FORM OF ACTION, MAY BE BROUGHT BY YOU MORE THAN ON YEAR AFTER THE ACTION ACCRUED, OR, IN THE EVENT A MANDATORY STATUTORY LIMITATION PERIOD IN EXCESS OF ONE YEAR APPLIES IN A PARTICULAR JURISDICTION, THE MINIMUM PERIOD ALLOWED BY LAW IN THAT JURISDICTION.
9. INDEMNIFICATION
9.1 Customer Indemnity. You agree on demand to indemnify, defend and hold Silanis, its affiliates, licensors, suppliers, subcontractors, distributors and Silanis staff, harmless from and against any and all liability and costs, including reasonable attorneys' fees incurred by such parties, in connection with or arising out of Your (a) violation or breach of any term of this Agreement or any applicable law or regulation, whether or not referenced herein, or (b) violation of any rights of any third party, or (c) use or misuse of the Service or any Silanis IP.
10. MISCELLANEOUS
10.1 Entire Agreement. The terms and conditions of this Agreement constitute the entire agreement between You and Silanis with respect to the subject matter hereof and will supersede and replace all prior understandings and agreements, in whatever form, regarding the subject matter.
10.2 Severability. Should any term or provision hereof be deemed invalid, void or un-enforceable either in its entirety or in a particular application, the remainder of this Agreement will remain in full force and effect and the invalid, void or unenforceable portion will be severed from the Agreement.
10.3 No Waiver. If Silanis does not take action against any breaches of this Agreement, it does not mean that it waives its right to enforce the same at a later time.
10.4 Assignment. You are not allowed to assign this Agreement or any rights hereunder without Silanis’ consent, which consent will not be unreasonably withheld.
10.5 Applicable Law and Venue. This Agreement will be governed by and construed in accordance with the laws of Quebec, Canada without giving effect to any conflict of laws or provisions whether contained in Canadian law or the laws of Your current state or country of residence. Any legal proceedings arising out of or relating to this Agreement will be subject to the jurisdiction of the courts of the province of Quebec, Canada. Each party hereby waives any right to a jury trial in connection with any action or litigation in any way arising out of or related to this Agreement, except where required by law.
10.6 Survival. The provisions of this Agreement which, by their nature extend beyond termination of the Agreement, will survive any termination of the Agreement.
Last revised: February 1, 2012.
