CrowdBlink Protect - License Agreement

December 7, 2020

CROWDBLINK PROTECT – LICENSE AGREEMENT

1.   Parties

This license agreement is between:

The client, as identified in the “Account Setup” page filled out by client on the CrowdBlink’s website, or by other written agreement, for the subscription of CrowdBlink Protect (“Client” or “You”), AND

Crowdblink Technologies Inc., incorporated under the laws of Canada, if CrowdBlink Protect is used by Client in Canada or with Crowdblink Inc., incorporated under the laws of Nevada, if CrowdBlink Protect is used by Client in the United States (“CB”), and together with Client (the “Parties”).

2.       Agreement

This License Agreement governs the licensing by CB to Client and the use by Client and its Users of the software and application Crowdblink Protect (“CB Protect”). The agreement between the Parties is comprised of this license agreement, the Crowdblink Protect Terms of Use and the Crowdblink Protect Privacy Guidelines, together referred to as the “License Agreement” or the “Agreement”.

3.       License

CB Protect, including any software embedded therein, is licensed, not sold, to Client by CB under the terms of the License Agreement and CB expressly reserves all rights not expressly granted to Client. CB hereby grants the Client and Users a non-exclusive, non-transferable, non-sublicensable, revocable, limited license to use CB Protect in accordance with this Agreement, including all of its schedules and to be used in Canada or in the United States only (the “License”). This limited license is subject to full payment of the fees when due. This license may be revoked by CB upon breach of this License Agreement and shall automatically be revoked upon termination or expiration of this License Agreement.

4.       Term, Termination and Suspension

This License Agreement will be effective from the date Client clicks “I AGREE” while subscribing to CB Protect on CrowdBlink’s website or, if executed via a written agreement, on the date the last party signs the execution page (“Effective Date”), and will continue until Client cancels its subscription if Client is enrolled in a month-to-month plan or at the end of the yearly subscription if Client is enrolled in an annual plan or as otherwise terminated pursuant to the terms of this Agreement (the “Term”).

The Client acknowledges that more than one User may be registered on behalf of the Client who are not responsible for payment, and therefore that access provided by CB-Protect and the applicable fees shall continue until the Client has notified CB of the Client’s desire to unsubscribe from CB-Protect, to close all User accounts associated with the Client, and to cease the Client and User’s use of CB-Protect.

In the event that there is a time-limited period of free access and/or a trial period, Clients and Users that use CB-Protect during a trial period and do not register for CB-Protect after the free trial period will have their account terminated at the end of the free trial period, unless such Client and/or User upgrades for a paid license.

CB may suspend provision of CB-Protect in the event that the Client and/or User fails to make any payment when due hereunder, the Client ceases to carry on its business in the normal course, or if an event of Prohibited Use or Misuse occurs, or if Client or User is in material breach of the License Agreement. Suspension shall have no effect on the payment obligations of the Client and/or User during the Term. A suspension event shall be included in the definition of User and/or Client material breach.

At CB’s reasonable discretion, CB may terminate the License Agreement immediately at any time and for any reason including, but not limited to:

a)     a User or Client material breach of the License Agreement, including failure to make payments when due;

b)     if the User and/or Client has not adhered to any or all the provisions of the License Agreement (such as a failure to pay fees when due) or if it appears that the User and/or Client not intend to or is unable to comply with the terms, such determination to be made solely at CB’s discretion;

c)     for prolonged inactivity of any unpaid accounts if the User and/or Client has not logged in to the User’s account for a period greater than twelve (12) months;

d)     in the event of the institution of bankruptcy, receivership, insolvency or other similar proceedings by or against either party;

e)     if CB is required to terminate the relationship by law;

f)      if CB receives any notice of or discovers any event of Prohibited Use;

g)     if provision of CB-Protect is no longer commercially viable for CB; and/or

h)     if CB has changed CB’s Agreement and has not received the Client and/or User’s required consent, pursuant to the amendment provision in this License Agreement.

Upon termination of the License Agreement with the User and/or Client, CB immediately revokes the User’s license and/or the Client’s license, respectively, use of CB-Protect and may block all access to the User’s account, and may delete all data and information associated with the User’s account fourteen (14) days after such termination.

In addition to its right to terminate the License Agreement, CB reserves all rights to claim damages and other appropriate remedies to Client for any breach by Client or its Users, including, without limitations, third party users, of the License Agreement.

5.       Fees and Payment

Client shall pay the fees corresponding to the plan selected during the online onboarding or as otherwise agreed to in writing. The fees are based on the subscription purchased and not actual usage and payment obligations are non-cancelable and fees paid are non-refundable. Prices to Client do not include taxes of any nature.  All amounts payable under this Agreement are exclusive of any tax, levy or similar governmental charge that may be assessed by any jurisdiction.

6.       Use

The Client agrees that it is solely responsible and liable for its own use and the use by its agents, representatives, employees, staff, personnel, contractors or by any of the third party users who were authorized to use CB-Protect by Client and who are scanning individuals or any individuals who downloaded the app and used it for a self-assessment upon request from the Client (collectively with Client, “Users”). The Client agrees that the Client’s and Users’ use of CB Protect shall be in accordance with the CB Protect product purposes only and that any and all uses are subject to and shall comply, at all times, with the Terms of Use (available at: https://www.crowdblink.com/legal/crowdblink-protect-terms-of-use). Client shall ensure that all its Users comply with the Terms of Use. All Users of CB Protect shall accept the Terms of Use prior to using CB-Protect. CB may revoke this License Agreement at any time, if CB determines, in its reasonable discretion, that Client is not using CB Protect in accordance with the Terms of Use. CB has no obligation to monitor the use of CB-Protect but may do so and may prohibit any use of CB-Protect which it believes may be (or may be alleged to be) in violation of the License Agreement or any applicable laws.

7.       Privacy & Personal Information

Each Party shall comply with all applicable privacy, data protection, and any other applicable laws of its jurisdiction in performing its obligations hereunder. CB shall make no use of any personal information whatsoever other than to provide the functionalities or services to Client that are part of the CB Protect software. Client shall not use CB Protect to collect patients’ health information or use it for any medical purposes.

Client shall be solely responsible for obtaining all the required consents from individuals that are scanned with CB-Protect or who perform a self-assessment using CB-Protect on instructions of Client for the collection and use of their personal information.

PII may be collected through or entered in CB-Protect by Users when individuals are scanned or self-assessed. Client’s choice of PII collected by its Users in order to identify the individuals scanned must ensure the greatest privacy possible in the circumstances, be respective of the data minimization principles and be for a legitimate purpose. In no event whatsoever shall Client or its Users collect through CB-Protect addresses, passport numbers, gender, age, religion, sexual orientation, income, social status, political habits, ethnic origin information or any information or health information from patients.

For the purpose of its relationship with CB, Client shall be considered as a “Data Controller” under GDPR or as a “Business” under CCPA and bear all the responsibilities and liability coming with such qualifications. CB shall be considered a data processor under GDPR or a Service Provider under CCPA and bear all the responsibilities and liability coming with such qualifications.

The Parties shall implement and maintain administrative, physical and technical safeguards that prevent any collection, use or disclosure of, or access to Client data, or any other PII, that meets the reasonable standards of industry practice and applicable laws to safeguard such information. CB will promptly notify Client of any actual, probable, or reasonably suspected breach of security of the CB’s systems and any other actual, probable, or reasonably suspected unauthorized access to or acquisition, use, loss, destruction, compromise of any PII.

8.       No Other Services

No other services are provided under this agreement then the provision of CB-Protect to Client. Nothing in the relationship of the parties shall be construed as CB providing any advice of any kind. This License expressly excludes, without limitations, professional advisory or consultant services, any custom development services or on-site deployment services. These additional services shall be subject to a separate statement of work and additional fees.

9.       Support

The support included under this License shall be limited to online chat and phone call support available between 9AM and 5PM Eastern Time (North America).

10.    Intellectual Property and Rights

CB shall own and retain all right, title and interest in and to (a) CB-Protect and all CB software, all improvements, enhancements or modifications thereto, (b) any software, applications, inventions or other technology developed by CB in connection with services or support, and (c) all Intellectual Property rights related to any of the foregoing. No rights or licenses are granted except as expressly set out in the License Agreement. In the License Agreement, the term “Intellectual Property” shall designate any form of intellectual property rights or moral rights of any kind or nature throughout the world whether or not patentable or protectable. the Parties agree that all rights, titles and interests in CB background Intellectual Property shall remain the sole and exclusive property of CB. Each Party will maintain its rights in any trademarks, service marks, copyrights, business processes, patents and other Intellectual Property rights that belong to that Party. Nothing in this Agreement is intended to convey ownership of a Party’s Intellectual Property to the other Party and both Parties agree that it shall not use any Intellectual Property without the express written consent of the owner of the Intellectual Property, which the owner may withhold in its sole discretion or as licensed hereunder. Any and all Intellectual Property created by CB under this Agreement, if any, shall remain the sole property of CB.

Rights to content provided by CB. The Client and/or User acknowledges and understands that CB owns all right, title and interest in: (a) CB-Protect and all improvements, enhancements or modifications thereto; (b) CB-Protect and any associated data files; and (c) all computer software; advertisements; sponsored content; and intellectual property associated with CB-Protect (all such information, individually and collectively, being the “CB-Protect Content”), which the Client and/or User may have access to when using CB-Protect.

Know-How. Subject to the provisions hereof respecting confidentiality and intellectual property, CB shall be free to use any ideas, concepts or know-how developed or acquired by CB during the provision of CB-Protect under this License Agreement to the extent obtained and retained by CB’s personnel as impressions and general learning (the “Know-How”). Nothing in this License Agreement shall be construed to preclude CB from enhancing CB-Protect based on the accumulation of Know-How.

The Client and/or User is not required to provide CB with any comments, suggestions, recommendations, bug reports, requests or any other feedback (“Feedback”). In the event that the Client and/or User do provide CB with Feedback, CB may use such feedback to improve CB-Protect or for any other purpose. Furthermore, CB shall own such Feedback and CB and its affiliates, licensees, clients, partners, third-party providers and other authorized entitled may use, license, distribute, reproduce and commercialize the Feedback, and the Client and User hereby assigns, irrevocably, exclusively and on a royalty-free basis, all such Feedback to CB.

Limited license: CB may, now or in the future, own rights to trade-marks, trade names, service marks, logos, domain names and other distinctive brand features which we use in connection with the operation of CB-Protect (each such feature being a “Brand Right” and collectively being the “Brand Rights”). CB does not grant the Client and/or User any right or license to use any Brand Right other than as expressly set out in this License Agreement and in other licenses between the Client and/or User and CB.

Licence to Brand Marks: CB and Client and/or User agree and understand to grant to each other a perpetual, non-exclusive, royalty-free licence to use one another’s name, logos, and/or trademarks (individually and collectively described as the “brand”) for the purposes of any press release, advertising, webpage, blog or other promotional, advertising or marketing material so long as no confidential information is disclosed, and such license shall be revocable upon written notice provided in the other in the brand owner’s sole discretion, such discretion to be reasonably exercised. None of the parties shall not do or allow to be done any act or thing that will in any way impair the rights of the other party’s brand.

11.    Confidentiality

Confidential Information means information of any kind or nature as well as all copies and embodiments thereof disclosed, obtained or created before, on or after the Effective Date of this Agreement, regardless of the form or medium, concerning the disclosing Party’s business activities, products, research, processes, methodologies, trade secrets and technical knowledge that it is obtained from, through, or delivered by or on behalf of the disclosing Party or its designee including, without limitation, the financial terms of this Agreement, any information regarding the executives, officers, directors or investors in or of the disclosing Party (“Confidential Information”). The term Confidential Information shall also include both Parties’ Intellectual Property and all commercial, scientific, technical or business information and all other information considered as confidential and treated as such by the Parties.

Both Parties acknowledge that Confidential Information may be disclosed or rendered available pursuant to this Agreement, and accordingly agree: (i) to ensure that all Confidential Information be treated as confidential; (ii) to preserve the confidential nature, to hold and maintain all Confidential Information in the strictest confidence and to treat Confidential Information with the same degree of care used to protect their own proprietary information and trade secrets but in any event not less than reasonable degree of care required to safeguard confidential information of similar nature; (iii) to use the Confidential Information as expressly authorized under this Agreement and for no other purpose; (iv) not to reproduce, distribute, publicize or otherwise render accessible Confidential Information in any other manner and to anyone other than their personnel having a need to know this informationprovided that they take all reasonable steps to make certain that employees and are contractually bound to maintain the confidentiality of the Confidential Information; and (v) to inform the disclosing Party should an unauthorized access or use or threat to the confidentiality occur and, to the fullest extent permissible under applicable laws, to comply with disclosing Party’s instructions acting reasonably. The confidentiality obligations provided for herein shall remain in force for a three (3)-year period following the termination of this Agreement and with respect to trade secrets until such information no longer constitutes trade secrets.

Neither Party shall, without the disclosing Party’s authorization, disclose to any other party or use for its own benefit Confidential Information of the other Party except as contemplated by this Agreement. Nothing in this Agreement shall restrict either Party’s use of Confidential Information: (a) that is or becomes publicly available through no breach by that Party or its personnel of this Agreement; (b) that is independently developed by it prior to disclosure and without use of or reference to the disclosing Party’s Confidential Information; (c) acquired by it from a third party which that has the right to disclose that information and was not, to its knowledge, under an obligation of confidence with respect to such information after proper enquiry made, all as attested by proper written evidence.  

In the event either Party receives a subpoena or other validly issued administrative or judicial process requesting Confidential Information, the party so required to disclose shall unless prohibited under applicable law notify the other party before disclosing the Confidential Information so as to allow the other party they reasonable opportunity to oppose the process or to seek a protective order or other remedy and shall only disclose such Confidential Information to the minimum extent required by applicable law and shall ensure that such information receives confidential treatment.

Confidential Information shall be safely returned or destroyed, as requested by the disclosing party (provided that such destruction is certified in writing by an authorized representative of the receiving Party) upon the earlier of: (i) termination of this Agreement or expiration of the Agreement Term; or (ii) the disclosing Party’s written request, which destruction shall include without limitation the complete erasure of any electronic file, folder, database or other electronic repository from all computer processing units on which the Confidential Information had been placed or stored or as requested by the disclosing party. Despite the foregoing, the receiving Party shall be entitled to one copy if required to comply with its obligations under applicable laws, provided that such copy remains subject to the confidentiality obligations set forth herein.

In the event of a breach or threatened breach of the foregoing confidentiality obligations by a receiving Party, the Parties acknowledge that the disclosing Party shall suffer immediate and irreparable harm for which money damages shall be inadequate and impossible to calculate.  Accordingly, in addition to any other remedy that may be available at law and/or in equity, the disclosing Party shall be entitled to seek an injunction, restraining order or other equitable relief to enforce compliance with the provisions hereof without requirement of posting bond or other security.

Neither party makes any representation or warranty, express or implied, with respect to any Confidential Information. Confidential Information is provided “as is”, and the Disclosing Party shall not be liable for the accuracy or completeness of the Confidential Information.

All the Confidential Information disclosed to, delivered to, or acquired by a Receiving Party from a Disclosing Party hereunder shall be and remain the sole property of the Disclosing Party.

12.    Equipment

Client agrees that it will be responsible for obtaining and maintaining any equipment and ancillary services needed to connect to, access or otherwise use CB-Protect (the “Equipment”). Client shall be responsible for maintaining the security of the Equipment, Client account, passwords (including but not limited to administrative and user passwords) and files, and for all uses of Client account or the Equipment with or without Client’s knowledge or consent. Client shall be fully and solely responsible for ensuring that its use of CB-Protect is compliant with applicable laws, including without limitations, fundamental rights, privacy laws and labor standards.

13.    Non-solicitation, non-competition

Client agrees during the term of this Agreement and for a period of two years following the date of termination of this Agreement, neither it nor any of its representatives will, directly or indirectly, without CB’s prior written consent, solicit for hire or employ, directly or indirectly, any of CB’s current or former directors, officers or employees, or contract employees.  Client agrees during the term of this Agreement and for a period of three years following the date of termination of this Agreement, neither it nor any of its Representatives will, directly or indirectly, without CB’s prior written consent, either individually or in partnership or jointly or in conjunction with any person or persons, firm, association, syndicate, joint venture, company or corporation as principal, agent, shareholder, employee or in any other manner whatsoever develop or reproduce or cause to have developed or reproduced similar technology to that of which was provided by CB to it under this Agreement.

14.    WARRANTY DISCLAIMER

CB DOES NOT WARRANT THAT CB-PROTECT WILL BE UNINTERRUPTED OR ERROR FREE; NOR DOES IT MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM USE OF CB-PROTECT. CB WILL USE REASONABLE EFFORTS TO PROVIDE ADVANCE NOTICE OR ANY SCHEDULED CB-PROTECT DISRUPTION. CB IS NOT RESPONSIBLE FOR CB-PROTECT DISRUPTIONS RESULTING FROM CAUSES BEYOND ITS REASONABLE CONTROL. EXCEPT AS EXPRESSLY SET FORTH IN THIS SECTION, CB-PROTECT AND SERVICES ARE PROVIDED AND SHALL BE USED “AS IS” AND, EXCEPT FOR SECTION 14.1, CB DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. CLIENT FURTHER ACKNOWLEDGES, AGREES AND UNDERSTANDS THAT CLIENT AND ITS USERS USE THE PRODUCT AT THEIR OWN RISK.

15.    LIMITATION OF LIABILITY

The Client individually and collectively hereby agrees to release, remise and forever discharge CB and CB’s directors, employees, officers, and CB’s affiliates, partners, service providers, vendors, and contractors and each of their respective agents, directors, officers, employees, and all other related persons or entities from any and all manner of rights, losses, costs, claims, complaints, demands, debts, damages, causes of action, proceedings, liabilities, obligations, legal fees, costs and disbursements of any nature whatsoever, and for any special, indirect or consequential, incidental or exemplary damages, including but not limited to damages for loss of profits, goodwill, use data, or other intangible losses (collectively, a “Claim”), whether in contract or tort, whether known or unknown, which now or hereafter arise from, to the maximum extent allowed by law, that relate to, any use of CB-Protect whatsoever.

CLIENT FURTHER ACKNOWLEDGES, AGREES AND UNDERSTANDS THAT CB IS HEREBY RELEASED FROM ANY AND ALL LIABILITY FOR USE OF THE PRODUCT AND THE CLIENT HAS REVIEWED THE FOLLOWING LIST OF POTENTIAL EVENTS SPECIFICALLY DISCLAIMED AS EXAMPLES FOR WHICH THE CLIENT HAS SPECIFICALLY RELEASED CB FROM ANY AND ALL LIABILITY FOR (AMONG OTHERS):

(a)   For non-CB-Protect failures: responsibility for any failure of, or damages to, any hardware devices, equipment or networks or internet access, content or data, or third-party applications used by the Client and/or User in connection with CB-Protect;

(b)   For communication failures or CB-Protect downtime: whether due to maintenance or other reasons, any error, inaccuracy, omission, interruption, deletion, defect, delay in operation or transmission, communications line failure, theft or destruction or unauthorized access to, or alteration of, CB-Protect content, use of CB-Protect and/or any communications between the Users and CB-Protect;

(c)   For loss of access as a result of failure to receive payment: account suspension or termination as a result of the User’s insufficient funds to make payment or payment processing issues that are beyond CB’s control (such as but not limited to, power outages, interruptions of cellular service, overzealous fraud protection rules applied by the Client’s payment card brand or acquirer bank, or any other interface from an outside force);

(d)   For content inaccuracy: any inaccuracy in content and/or recommendations by CB in CB content and the Client is responsible for ensuring that that the information entered into CB’s system by such User is accurate, reliable and complete, and agrees that the provision or storage of data through CB-Protect does not constitute CB’s endorsement or warranty as to the accuracy of such content;

(e)   For compliance with law: the compliance of data entered by Client and Users onto CB-Protect with applicable legislation including privacy legislation, and Client agrees that the provision or storage such data through CB-Protect does not constitute CB’s endorsement or warranty as to compliance with laws;

(f)    For monitoring: liability for monitoring CB-Protect or for unauthorized or unlawful content on CB-Protect or use of CB-Protect by any of CB-Protect’s Users;

(g)   For non-infringement: direct or indirect, express or implied representation or warranty as to title and non-infringement of intellectual property in relation to CB-Protect.

(h)   For processing of content: liability for any damages that may arise by the Client’s use and/or direct or third-party processing of information, and the Client further agrees and acknowledges that CB is not liable for any damages that may arise if Client data is misdirected in error, subject to CB’s legal requirements relating to the protection of personal information under Applicable Law;

(i)    For unauthorized activities: unauthorized activities directed towards CB-Protect or its Client and/or Users including identity theft, fraud or unauthorized access; viruses, denial of service attacks, and any items that are included in the definition of Prohibited Use as set out in the License Agreement;

(j)    For force majeure: any Force Majeure event as described below and/or any matter beyond CB’s reasonable control.

(k)   for errors or interruption of use or for loss or inaccuracy or corruption of data or cost of procurement of substitute goods, services or technology or loss of business;

(l)    for any inaccuracies or omissions in the Client materials incorporated into CB-Protect;

(m) for any failure of CB-Protect to meet legal or regulatory requirements for training applicable to the Client’s industry;

(n)   for any amounts that, together with amounts associated with all other claims, exceed the fees paid by Client to CB for CB-Protect under this agreement in the twelve (12) months prior to the act that gave rise to the liability, in each case, whether or not CB has been advised of the possibility of such damages;

(o)   For any Misuse or Prohibited Use by Client and the Users;

(p)   For any claims made by individuals who were scanned in CB-Protect by Client or use CB-Protect to perform a self-assessment on instructions of Client or breach of Section 7 above.

In the event that there is a finding of liability pursuant to the dispute resolution provisions of this License Agreement that is contrary to the foregoing, the Client and Users agree that such damages shall be limited in the aggregate for all Claims related to all of the Users registered on behalf of a Client and the Client itself (individually and collectively, the Claimants) to the fees or charges which the Claimants have paid for CB-Protect, if any, in the previous month’s invoice/CB charged fee for the services giving rise to the claim, whether or not any or all of the Claimants have been advised of the possibility of such damages or such Claim was reasonably foreseeable and notwithstanding the sufficiency or insufficiency of any remedy provided for herein.

16.    INDEMNIFICATION

To the extent permitted by applicable laws, the Client agrees that the Client will defend, indemnify and hold harmless CB and CB’s officers, directors, shareholders, employees, agents and representatives, from and against any and all damages, judgments, liability, costs and expenses (including without limitation any reasonable legal fees), in whole or in part arising out of or attributable to: (a) generally, for the Client and/or User’s breach of the License Agreement, the Terms of Use or the Privacy Guidelines; the Client’s and its User’s access to and/or use of CB-Protect; and any loss of, or damage to, any property, or injury to, or death of, any person (including the Client and/or User) caused by the Client and/or User’s access to and/or use of CB-Protect; and (b) specifically, for the User’s breach of the intellectual property rights of any third party to this License Agreement; (c) for any claims made by Users or individuals whose information was scanned or entered into CB-Protect either by Client or its Users or via self-assessment; (d) for any Misuse or Prohibited Use by Client and its Users and/or (e) for any litigation or lawsuit initiated or filed by User(s) against CB.

The Client agrees that the Client will be solely responsible for all use by or activities that occur under any of its Users’ account or access to CB-Protect, whether the Client is aware of such or not. Client agrees to hold CB harmless and release CB from any loss or liability whatsoever that the User and/or Client may incur as a result of someone other than the Client and/or User using the User’s password or account, either with or without the Client and/or User’s knowledge. The Client and/or User agree to indemnify CB for any damages, third party claims or liabilities whatsoever that CB may incur as a result of activities that occur on or through the User’s account, whether or not the Client and/or User were directly or personally responsible.

17.    Governing law and forum of dispute

The Client and/or User agree that the laws of the province of Ontario and the Federal laws of Canada as applicable therein, without regard to the principles of conflict of laws (“Applicable Law”), will govern this License Agreement and any dispute of any sort that may arise between the Client and/or User and CB. With respect to any disputes or claims, the Client and/or User agree not to commence or prosecute any action in connection therewith other than in the province of Ontario, and the Client and/or User hereby consent to and waive all defenses of lack of personal jurisdiction and forum non conveniens. CB and Client shall attempt to settle any claim or controversy arising out of it through consultation and negotiation in good faith and a spirit of mutual cooperation. Unless otherwise determined by Crowdblink in its sole discretion, any dispute which cannot be resolved through negotiation shall be submitted to arbitration governed by the arbitration rules of the ADR Institute of Canada, conducted by a single arbitrator and all in person arbitration sessions shall take place in Toronto, Canada. CB shall have the sole discretion to determine if an arbitration shall be limited to written submission only or involve oral evidence and in person hearings and proceedings. The Client and/or User agree to pay reasonable attorneys' fees and court costs incurred by CB to collect any unpaid amounts owed by the Client.

18.    Expenses

Other than in the event of a dispute, in which case the apportionment of expenses shall be determined pursuant to the dispute resolution rules, each Party shall be responsible for its own legal fees and other expenses incurred in connection with the negotiation of these terms (if any) and the performance of any of such Party’s obligations hereunder.

19.    Force majeure

The Client and/or User agree that CB is not liable for a delay or failure in performance of CB-Protect or the provisions of this License Agreement caused by reason of any occurrence of unforeseen events beyond CB’s reasonable control, including but not limited to, acts of God, natural disasters, power failures, server failures, pandemics, epidemics, change in law, governmental orders or directives, third-party service provider failures or service interruptions, embargo, labour disputes, lockouts and strikes, riots, war, floods, insurrections, legislative changes, and governmental actions (“Force Majeure”).

20.    Severability

If any portion of the License Agreement is deemed unlawful, void or unenforceable by any arbitrator or court of competent jurisdiction, the License Agreement as a whole shall not be deemed unlawful, void or unenforceable, but only that portion of the License Agreement that is unlawful, void or unenforceable shall be stricken from the License Agreement.

21.    Headings

The insertions of headings are for convenient reference only and are not to affect the interpretation of the License Agreement.

22.    Assignment

The Client and/or User may not, without CB’s prior written consent, assign the License Agreement, in whole or in part, either voluntarily or by operation of law, and any attempt to do so will be a material default of the License Agreement and will be void. CB may assign this License Agreement to a third party at any time in CB’s sole discretion. The License Agreement will be binding upon and will inure to the benefit of the respective parties hereto, their respective successors in interest, legal representatives, heirs and assigns.

23.    Waiver

The Client and/or User agrees that if CB does not exercise or enforce any legal right or remedy which is contained in the License Agreement or which CB has the benefit of under any applicable law, this will not be taken to be a formal waiver of CB’s rights and that those rights or remedies will still be available to us. Waivers must be in written form and signed by an authorized representative of CB.

24.    Survival

All covenants, agreements, representations and warranties made in the License Agreement shall survive the User’s acceptance of the License Agreement and the termination of the License Agreement.

25.    Contact

By providing CB with the User’s e-mail address, whether provided directly by the User or by the Client on behalf of the User, the User agrees to receive all required notices electronically, to that e-mail address or by mobile notifications via CB-Protect. It is the User’s responsibility to update or change that address, as appropriate.

If the Client and/or User have any questions or comments regarding this License Agreement, please contact CB’s head office by email at support@crowdblink.com.

26.    Entire Agreement

This License, together with its schedules and appendices, if any, constitute the entire agreement between CB and the Client with respect to the subject matter hereof, and all prior oral or written agreements, representations or statements with respect to such subject matter are hereby superseded. In the event of a conflict between this License and any of its Schedules, the terms and conditions of the Schedules shall prevail.

27.    Authority to contract

Client warrants and represents to CB that Client has full authority to enter into this Agreement and to consummate the transactions contemplated within and Client hereby warrants that this Agreement is not in conflict with any other agreement to which the Client is a party to or by which it may be bound. Client further warrants and represents to CB that the individual executing this Agreement either by signing it or by clicking “I AGREE” on the CrowdBlink website on behalf of Client has the full power and authority to bind Client to the terms hereof and has been authorized to do so in accordance with the Client’s internal procedures, corporate resolutions or bylaws.