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Email: info@jasperpim.com

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JASPER PIM SUBSCRIPTION SERVICE AGREEMENT

Last Revised:  January 25, 2023

This Jasper PIM Subscription Service Agreement (“SSA”) is made between Customer and Jasper Commerce, Inc. (“Jasper”) as of the date of “acceptance” by Customer (as explained below).  Capitalized terms have the meaning specified in this SSA.

 

Jasper makes available for subscription and trial a product information management (“PIM”) software as a service, which service includes the making available of Jasper’s Service Software, APIs, and certain Third Party Tools and Services (collectively, the “PIM SaaS”). The PIM SaaS is made available in different versions (each a “PIM SaaS Version”), including Jasper’s PIM SaaS Enterprise, PIM SaaS Pro, and PIM SaaS Growth versions. This SSA governs Customer’s purchase of subscriptions for, and Customer’s and its User’s use of, the PIM SaaS.  This SSA also governs any free trial of the PIM SaaS.

 

THIS SSA IS EFFECTIVE UPON (I.E. AS OF THE DATE OF) ACCEPTANCE BY CUSTOMER. CUSTOMER’S “ACCEPTANCE” OCCURS BY (I) CLICKING THE APPROPRIATE “ACCEPT” OR SIMILAR BUTTON; OR (II) EXECUTING AN ORDER FORM (AS DEFINED IN THIS SSA), WHICH MAY BE IN THE FORM OF AN ONLINE PURCHASING PORTAL.  BY TAKING ONE OF THESE ACTIONS AND ACCEPTING THIS SSA, CUSTOMER ACKNOWLEDGES READING, UNDERSTANDING AND ACCEPTING THE TERMS OF THIS SSA.

 

IF THE INDIVIDUAL ACCEPTING THIS SSA IS ACCEPTING ON BEHALF OF A COMPANY OR OTHER ENTITY, THEN THAT INDIVIDUAL REPRESENTS AND WARRANTS TO JASPER THAT IT HAS THE AUTHORITY TO BIND THAT COMPANY OR ENTITY TO THIS SSA AND, IN SUCH CASE, THE TERM “CUSTOMER” SHALL REFER TO SUCH COMPANY OR ENTITY.    IF THE INDIVIDUAL ACCEPTING THIS SSA DOES NOT AGREE TO BE BOUND BY ANY PART OF THIS SSA, OR DOES NOT HAVE SUCH AUTHORITY, THEN THE INDIVIDUAL MUST NOT ACCEPT THIS SSA AND MAY NOT USE ANY OF THE PIM SAAS.

 

PLEASE NOTE THAT THIS SSA CONTAINS IMPORTANT INFORMATION REGARDING CUSTOMER’S RIGHTS AND OBLIGATIONS, AS WELL AS CERTAIN EXCLUSIONS AND LIMITATIONS, INCLUDING CLAUSES REGARDING THE FOLLOWING: DISCLAIMERS REGARDING THE JASPER PIM SAAS; LIABILITY LIMITATIONS AND EXCLUSIONS; AN INDEMNITY FROM CUSTOMER TO JASPER; A FORUM SELECTION CLAUSE; AND A WAIVER FROM CUSTOMER REGARDING CLASS ACTION DISPUTES.

 

  1. SUBSCRIPTIONS
    • Subscriptions. Access to and remote use of the PIM SaaS, or specific Versions of the PIM SaaS, for Customer and Users is ordered as subscriptions (“Subscription”) pursuant to an online purchasing form (as such form is made available by Jasper) specifying the details of each Subscription ordered by Customer (“Order Form”).   For clarity, “use”, with respect to Customer’s use of the PIM SaaS, means access to and remote use of the PIM SaaS.
    • Paid Subscriptions; Upgrades; Additional Subscriptions. Paid Subscriptions are available either as a monthly Subscription plan (“Monthly Subscription Plan”) or annual Subscription plan (“Annual Subscription Plan”).  Monthly Subscription Plans may be changed to Annual Subscription Plans at any time, but Annual Subscription Plans may only be converted to Monthly Subscription Plans at the end of the then-current subscription period for the Annual Subscription Plan.
    • Free Trial Subscription. Customer may order a free trial Subscription of the PIM SaaS or specific Versions of the PIM SaaS, for use of the PIM SaaS on a trial basis, pursuant to an Order Form (“Trial Subscription”).
  2. TERM
    • Periods of Subscriptions. The type of Subscription plan (i.e. whether a Monthly Subscription Plan or Annual Subscription Plan) will be stated in the applicable Order Form but PIM SaaS Enterprise, and PIM SaaS Pro versions can only be ordered on an Annual Subscription Plan.  The period of a Monthly Subscription Plan will be for one month.  The period of an Annual Subscription Plan will be for one year.  The period of a Trial Subscription ends on the earlier of (a) expiry of the trial period noted in an Order Form; (b) the first date of any Monthly Subscription Plan or Annual Subscription Plan for the PIM SaaS under trial; or (c) termination of the trial by Jasper (which may be made without liability to, and at the sole discretion of, Jasper).
    • Automatic Subscription Renewal; Cancellation. Monthly Subscription Plans will automatically renewal on a monthly basis.  Annual Subscription Plans will automatically renewal on a yearly basis.  Either party may cancel renewal by giving notice of non-renewal to the other party before the end of the then-current period.  Customer’s notice of non-renewal must be sent to legal@jasperpim.com.
    • Term of Agreement. This SSA is effective during the period commencing as of the date of Acceptance (as defined above) and expires on the date that the last Subscription expires or is terminated, unless this SSA is terminated earlier in accordance with this SSA (“Term”).
  3. PIM SAAS
    • PIM SaaS. Subject to the terms and conditions of this SSA, Jasper will use commercially reasonable efforts to make available to Customer the PIM SaaS Version(s) ordered by Customer pursuant to the Subscriptions identified in an Order Form.  For certainty, the PIM SaaS includes (i) the Jasper software application(s) or other software, and all Modifications of the foregoing, that Jasper makes available for online remote use of as part of the PIM SaaS (“Service Software”); (ii) any application program interface made available or provided by Jasper in connection with the PIM SaaS (“APIs”); and (iii) any materials and information, in any form or medium, including any software, services, content, documents, data, content, specifications, products, infrastructure, equipment or components of or relating to the PIM SaaS that are procured by, but that are not proprietary to, Jasper (“Third Party Tools and Services”).
    • Service Levels. Jasper will use commercially reasonable efforts to make the PIM SaaS available to Customer in accordance with Jasper’s standard service level agreement currently posted at https://www.jasperpim.com/service-level-agreement/  (if any) (“SLA”).   Any remedies listed in the SLA are Customer’s sole remedy for any failure of the PIM SaaS, and Customer agrees that Customer has no remedy if the SLA does not list a remedy for a given failure.  Credits issues pursuant to the SLA apply to outstanding or future invoices only and forfeit upon termination of the SSA.   Jasper is not required to issue refunds or to make payments against credits, including after termination or expiration of this SSA.
    • Control. As between the parties, Jasper has and will retain sole control over the operation, maintenance and management of the PIM SaaS and the SLA, including the selection, deployment and Modification thereof. Jasper may charge fees for new products, modules and services.  “Modification” means any modification, improvement, customization, update, enhancement, aggregation, compilation, derivative work, translation and adaptation.
  4. USERS
    • Users. Upon Customer’s request, Jasper will issue one or more administrator user accounts to Customer that will provide Customer with the capability to add or create general user accounts for those employees, agents, and independent contractors of Customer that are authorized by Customer to use the PIM SaaS in accordance with this SSA and an Order Form (each such administrator user and general user, a “User”).  Customer will ensure that Users only use the PIM SaaS through such administrator or general User accounts. Customer will promptly notify Jasper of any actual or suspected unauthorized use of the PIM SaaS.  Jasper reserves the right to suspend, deactivate, or replace the any User account if it determines that such account may have been used for an unauthorized purpose.
    • Access Methods. Customer shall not gain, or attempt to gain, or permit any third party or any User to gain, unauthorized access to the PIM SaaS, including through automated means not provided by Jasper or through means other than the login methods, user identifiers and passwords for the PIM SaaS used to verify a User’s credentials to use the PIM SaaS (“Access Methods”).    .
  5. GENERAL RESTRICTIONS AND LIMITATIONS; SUSPENSION
    • Responsibility re: Use and Users. As between Customer and Jasper, Customer is responsible for (a) each Users’ compliance with, and breach of, this SSA; (b) identifying and authenticating all Users; and (c)all use of the PIM SaaS, Customer Material (defined in Section 5.2) and any Output(defined in Section 5.2) by any person by or through the Access Methods or any other means or devices controlled by Customer or any User, as well as any conclusions, decisions or actions based on such use.
    • Responsibility re: Customer Material; Output. As between the parties, Customer has sole responsibility for (a) any and all data, information, content, records, and files that Customer or any User loads, transmits to, or enters into the PIM SaaS (“Customer Material”); (b) any product data and information reports or other output of the PIM SaaS published directly to Customer’s owned or controlled e-commerce and related systems (“Output”); (c) any storage, backup and retrieval of Customer Material and Output; and (d) any transmission errors, corruption, or compromise of Customer Material or Output as transmitted from Customer or any User, transmitted via any third party providers, or otherwise transmitted via the Internet.  Customer agrees that Jasper does not review, edit, substantiate, determine or otherwise have any responsibility for the accuracy, quality, legality, reliability, or appropriateness of any Customer’s Material or Output.
    • Acceptable Use. Customer shall, and shall cause each User to, comply with Jasper’s acceptable use policy currently posted at www.jasperpim.com/acceptable-use-policy/ (“AUP”), including with respect to use of the PIM SaaS and Customer Material.
    • Export. Customer will comply with all export laws and regulations that may apply to its use of the PIM SaaS.
    • Unauthorized Use. If Customer become aware of any actual or threatened activity prohibited by this Section 5, then Customer shall immediately: (a) take all reasonable and lawful measures that are necessary to stop the activity or threatened activity and to mitigate its effects; and (b) notify Jasper of any such actual or threatened activity.  Neither this SSA or the AUP requires that Jasper take any action against Customer or any User for violating the AUP or this Section 5, but Jasper is free to take any action it sees fit.
    • Suspension. Jasper may, at its discretion, suspend Customer’s or any User’s access to or use of any or all of the PIM SaaS in connection with any of the following scenarios: (a) if Customer violates or any User violates any provision of this SSA; (b) for scheduled maintenance; or (c) to address any security concerns.
  6. FEES AND PAYMENT
    • Fees. Customer will pay all fees specified in any and all Order Forms. All fees are invoiced and payable in advance by Customer.   Payment obligations are non-cancelable and non-refundable.  If Customer’s use of the PIM SaaS exceeds the usage capacity set forth on an Order Form or otherwise requires the payment of additional fees (pursuant to the terms of this Agreement), Customer will be billed for such usage and Customer will pay the additional fees in accordance with this Agreement. Unless otherwise noted on an Order Form, all Fees are identified in US dollars.
    • Increases. Jasper may increase fees and institute new charges by providing written notice to Customer at least 15 calendar days prior to the end of the then-current Subscription period.
    • Payment. Payment may only be made by credit card.  Customer will provide and maintain with Jasper valid, current, complete, accurate and authorized credit card information.  Customer hereby authorizes Jasper to charge, via Jasper’s third-party payment processing providers (“Payment Providers”), such credit card for all fees for all ordered Subscriptions, including in any initial and renewal Subscription period.  Payment processing is governed solely by the terms of service of each Payment Provider. Customer’s sole and exclusive remedy related to any Payment Provider shall be with and against the applicable Payment Provider.  Customer acknowledges and agrees that any such Payment Providers may apply a fee for processing any payment, which fee may change without notice from time to time. If Customer’s credit card payment does not go through for any reason, then Customer will pay to Jasper such payment amount within 5 days of the date of the applicable invoice, in the manner requested by Jasper, as well as an additional payment processing fee. If there are chargebacks, then Jasper may charge Customer for any related fees, collection fees, convenience fees, or other third-party charges.
    • Late Payment. In the event of payment after the due date, interest shall be payable on the overdue amount(s) at an amount equal to 1.5% per month of the overdue amounts or the maximum amount permissible under applicable law.  Customer may not withhold or set off any amounts due under this SSA. For any late payment, Jasper reserves the right to suspend Customer’s access to the PIM SaaS a until all due amounts are paid in full or cancel Customer’s Subscriptions.
    • Taxes. The fees set out in this SSA do not include applicable sales, use, gross receipts, value-added, 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 and penalties imposed thereon) on the transactions contemplated in connection with this Agreement.
    • Suspension. Any suspension of the PIM SaaS by Jasper pursuant to the terms of this SSA will not excuse Customer from its obligation to make payments under this SSA.
  7. CONFIDENTIALITY
    • Confidential Information. “Confidential Information” means all information disclosed by a party (“Disclosing Party”) to the other party (“Receiving Party”), whether orally or in writing, that is designated as confidential in writing or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Disclosing Party’s Confidential Information does not include information that is (a) already known to or independently developed by the Receiving Party without access to the Disclosing Party’s Confidential Information; (b) publicly available through no wrongful act of Receiving Party; or (c) received by Receiving Party from a third party who was free to disclose it without confidentiality obligations.
    • Obligations. Receiving Party will not (a) disclose Confidential Information of the Disclosing Party to any person, except to its own personnel, service providers or affiliates who have a “need to know” and have entered into written agreements or have professional obligations of confidentiality no less protective of such Confidential Information than this SSA; or (b) use Confidential Information of the Disclosing Party except to exercise its rights or perform its obligations under this SSA. Each Receiving Party will take reasonable precautions to safeguard the other Party’s Confidential Information, which will be at least as great as the precautions that the Receiving Party takes to protect its own Confidential Information of a similar type.
    • Exceptions. Notwithstanding Section 7.2, Receiving Party may disclose Disclosing Party’s Confidential Information to the extent that such disclosure is required by applicable law or by the order of a court or similar judicial or administrative body, provided that, except to the extent prohibited by law, the Receiving Party promptly notifies the Disclosing Party in writing of such required disclosure and cooperates with the Disclosing Party to seek an appropriate protective order.
  8. PRIVACY
    • Processing. Customer agrees (on Customer’s behalf and on behalf of each User) to Jasper’s access, use, collection, storage, disclosure, transmission and other processing (“Processing”) of Customer’s and each User’s Personal Information for the purposes authorized under this SSA. Customer acknowledge that Personal Information, including the Personal Information of Users, will be treated in accordance with Jasper’s privacy policy located at www.jasperpim.com/privacy/.  “Personal Information” has the meaning given to it in such privacy policy.
    • Consents. Customer represents and warrants to Jasper, and promises, that Customer Material will only contain Personal Information in respect of which Customer has provided all notices and disclosures (including to each User), obtained all applicable consents and permissions, and otherwise has all authority, in each case as required by applicable law, rule and regulation, to enable Jasper to provide the PIM SaaS, including with respect to the Processing of Personal Information, including by or to Jasper and to or from all applicable third parties.
  9. INTELLECTUAL PROPERTY
    • PIM SaaS; Jasper Materials; Third Party Tools and Services. As between the parties, all right, title and interest in and to the PIM SaaS, Jasper Materials, and Third Party Tools and Services, including all intellectual property rights and other proprietary rights therein, are and will remain the sole and exclusive property of Jasper and the respective third party rights holders.  This SSA does not grant any intellectual property right or license under any intellectual property right in or to the PIM SaaS, Jasper Materials, or Third Party Tools and Services. All rights not expressly granted by Jasper to Customer under this SSA are reserved.   “Jasper Materials” means (a) the Service Software and APIs; (b) any and all  information, data, databases, code, documents, materials, methods, processes, software and other technologies that are provided or used by Jasper to provide or make available the PIM SaaS; (c) any and all information technology infrastructure used by Jasper in performing or making available the PIM SaaS; (d) anything developed or delivered by or on behalf of Jasper under this SSA; and (e) any Modifications any of the foregoing.  For certainty, (i) the term “Jasper Materials” does not include any Third Party Tools and Services; (ii) Customer may not receive any access to or downloads of any Jasper Materials (other than as expressly specified in this SSA), including any databases or code; (ii) Customer may not request or receive any download or releases of any material from Jasper other than Customer Material and Output (as expressly provided in Section 13).
    • Customer Material; Output. As between the parties, Customer retains all ownership and intellectual property rights in and to Customer Material and Output. Customer hereby grants to Jasper a nonexclusive, worldwide, royalty-free, irrevocable, fully paid-up right to use, process and transmit Customer Material and Output to provide and make available the PIM SaaS. Jasper may collect and analyze data and other information relating to the provision, use and performance of the PIM SaaS and related systems and technologies (including, without limitation, information concerning Customer Material, Output and data derived from the foregoing).  During and after the Term, Jasper may (a) use such data and information to improve and enhance the PIM SaaS and for other development, diagnostic, corrective and optimization purposes in connection with the PIM SaaS and other Jasper offerings; and (b) disclose such data solely in aggregated or other de-identified form in connection with its business.
    • Feedback. Customer or Users may from time to time provide suggestions, comments, or other feedback provided to Jasper with respect to the PIM SaaS (“Feedback”), which Customer agree is hereby given entirely voluntarily.  Jasper shall be free to use, disclose, reproduce, license or otherwise distribute, and exploit the Feedback provided to it as it sees fit, entirely without obligation or restriction of any kind on account of intellectual property rights or otherwise. Feedback, even if designated as confidential by Customer, shall not create any confidentiality obligation for Jasper.
    • Publicity. Jasper may identify Customer as a customer of Jasper (using Customer’s name and logo) and describe the general nature of the relationship, and use of PIM SaaS by Customer, in Jasper’s promotional materials, press releases, presentations, proposals to current and prospective customers, as well as on Jasper’s website.
  10. DISCLAIMERS
    • AS-IS; AS AVAILABLE. THE PIM SAAS, JASPER MATERIALS, payment provider services AND OUTPUT ARE PROVIDED AND MADE AVAILABLE “AS IS” AND “AS AVAILABLE”.
    • NO WARRANTIES. JASPER DOES NOT WARRANT THAT ANY OF THE PIM SAAS, JASPER MATERIALS, payment provider services OR output WILL MEET ANY REQUIREMENTS, BE UNINTERRUPTED OR ERROR-FREE, OR THAT ALL ERRORS CAN OR WILL BE CORRECTED; NOR DOES JASPER MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE PIM SAAS, JASPER MATERIALS, payment provider services or OUTPUT.
    • GENERAL DISCLAIMER. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, JASPER DISCLAIMS ALL EXPRESS, IMPLIED, COLLATERAL OR STATUTORY WARRANTIES, REPRESENTATIONS AND CONDITIONS, WHETHER WRITTEN OR ORAL, INCLUDING ANY IMPLIED WARRANTY OR CONDITION OF merchantability, merchantable QUALITY, quality, COMPATIBILITY, TITLE, NON-INFRINGEMENT, SECURITY, RELIABILITY, currency, COMPLETENESS, QUIET ENJOYMENT, ACCURACY, INTEGRATION, FITNESS FOR A PARTICULAR PURPOSE OR USE, OR ANY WARRANTIES OR CONDITIONS ARISING OUT OF OR UNDER COMMON LAW, STATUTE, COURSE OF DEALING OR TRADE.
  11. LIABILITY
    • LIMITATION.SUBJECT TO SECTION 11.2, IN NO EVENT WILL JASPER’S OR ITS AFFILIATES’ TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS SSA EXCEED THE AMOUNT OF FEES FOR THE PIM SAAS PAID BY CUSTOMER IN THE 1 MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM. THE EXISTENCE OF MORE THAN ONE CLAIM UNDER THIS AGREEMENT SHALL NOT ENLARGE OR EXTEND THE FOREGOING LIMITATION.  IN NO EVENT WILL JASPER’S THIRD PARTY PROVIDERS HAVE ANY LIABILITY ARISING OUT OF OR IN ANY WAY CONNECTED TO THIS AGREEMENT.
    • EXCLUSIONS.
      • IN NO EVENT WILL JASPER OR ITS AFFILIATES BE LIABLE TO CUSTOMER OR ANY USER FOR ANY (I) INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, AGGRAVATED, EXEMPLARY OR PUNITIVE DAMAGES; (II) LOST SAVINGS, PROFIT, BUSINESS, DATA, USE, OR GOODWILL; (III) BUSINESS INTERRUPTION; OR (IV) COSTS FOR THE PROCUREMENT OF SUBSTITUTE PRODUCTS OR SERVICES.
      • IN NO EVENT WILL JASPER OR ITS AFFILIATES BE LIABLE FOR ANY LOSSES OR DAMAGES WHATSOEVER (I) RESULTING FROM ANY (X) ACTS, OMISSIONS OR FAILURES OF CUSTOMER OR ANY USERS (INCLUDING ANY FAILURE TO SECURE ACCESS METHODS), (Y) CUSTOMER OR USER TECHNOLOGY SYSTEMS, NETWORKS OR INFRASTRUCTURE, OR (Z) THIRD PARTY TOOLS AND SERVICES, APIS, OR ANY THIRD PARTY PROVIDERS OR SERVICES, INCLUDING ANY PAYMENT PROVIDERS; OR (II) for any delay in performance or failure to perform due to any occurrence beyond the reasonable control of jasper.
      • Customer’s sole and exclusive remedy related to any Payment Provider shall be with and against the applicable Payment Provider.
    • APPLICATION. THE LIMITATIONS AND EXCLUSIONS OF LIABILITY IN THIS SECTION 11 APPLY TO ALL CAUSES OF ACTION, WHETHER BASED IN CONTRACT, TORT OR OTHERWISE (INCLUDING FOR FUNDAMENTAL BREACH, GROSS NEGLIGENCE AND NEGLIGENCE), REGARDLESS OF CAUSE OF ACTION OR THEORY OF LIABILITY, EVEN IF ANY EXCLUSIVE REMEDY PROVIDED FOR HEREIN FAILS ITS ESSENTIAL PURPOSE, AND EVEN IF A PARTY IS ADVISED IN ADVANCE OF THE DAMAGES IN QUESTION OR EVEN IF SUCH DAMAGES WERE FORESEEABLE.
    • ACKNOWLEDGEMENT. THE PARTIES HAVE FREELY AND OPENLY NEGOTIATED THIS AGREEMENT, INCLUDING THE PRICING, IN THE KNOWLEDGE THAT THE LIABILITY OF THE PARTIES IS TO BE LIMITED IN ACCORDANCE WITH THE PROVISIONS OF THIS AGREEMENT.
  12. INDEMNIFICATION
    • Customer’s Indemnification Obligation. Customer shall, at Customer’s expense, defend Jasper and its affiliates from and against any and all claims, demands, suits, actions or proceedings (“Claims”), and indemnify and hold harmless Jasper and its affiliates from and against any liabilities, losses, damages, fines, penalties, costs and expenses (including reasonable lawyers’ fees) suffered or incurred by Jasper or its affiliates as a result of any such Claims in relation to any and all of the following: (a) Customer Material; (b) Customer’s breach of this SSA; or (c) Customer’s fraud or willful misconduct.
  13. TERMINATION
    • Termination. A party may terminate this SSA and any Order Form if the other party materially breaches this SSA and such breach is not cured within 30 days of after receipt of written notice of such breach. Jasper may terminate this SSA and any Order Form immediately if Customer breaches Section 4, 5 or 9.1 of this SSA. No prepaid fees are refundable.
    • Termination Obligations. Upon termination or expiration of this SSA, Customer shall immediately cease using, and ensure each User ceases using, the terminated PIM SaaS.  In addition, Customer shall ensure that Customer has downloaded all Customer Material and Output prior to expiration or termination of this SSA.  Within 30 days following termination or expiration of this SSA, Customer may request an export of its Customer Material and Output from Jasper at Jasper’s then-current rates for such export.
    • Survival. Notwithstanding the termination or expiry of this SSA, all obligations which either expressly or by their nature are to continue after the termination or expiry of this SSA shall survive and remain in effect, including Sections 4.2, 5, 6, 7, 8.2, 9, 10, 11, 12, 13.2, 13.3 and 14 .
  14. MISCELLANEOUS PROVISIONS
    • Notices. Notices in connection with this SSA (i) to Jasper, must be sent by e-mail to legal@jasperpim.com; and (ii) to Customer, may be sent by Jasper by e-mail to the contacts provided in an Order Form or through a website Jasper identifies.  Notice by e-mail is given as of the transmission date.
    • Assignment. Customer may not transfer (including by operation of law) or assign, or delegate this SSA, or any of its rights or obligations under this SSA, without Jasper’s prior written consent in each instance. Jasper may assign, transfer (including by operation of law), or delegate this SSA or any rights or obligations under this SSA to any third party without Customer’s consent.  Any attempted assignment, transfer or delegation in violation of this Section 14.2 will be null and void. This SSA will enure to the benefit of and be binding upon the parties and their permitted successors and permitted assigns.
    • Governing Law. This SSA shall be governed by and construed in accordance with the laws of the Province of Ontario, Canada without reference to conflicts of law principles. The United Nations Convention of Contracts for the International Sale of Goods), as amended, replaced or re-enacted from time to time, will not apply to this SSA.
    • Forum Selection. The exclusive venue for all claims arising out of or in connection with this SSA shall be in Toronto, Ontario, Canada, but the parties agree that Jasper may seek equitable relief in any venue it so chooses.
    • Trial by Jury Waiver. The parties hereby irrevocably waive any right they may have to trial by jury.
    • Rights and Remedies. Except as expressly specified in this SSA, in the event of any breach of this SSA, the rights and remedies of Jasper provided for in this SSA shall not be exclusive or exhaustive and are in addition to any other rights and remedies available at law or in equity.  In the event of any breach or threatened breach of Sections 4, 5, 7 or 9.1, money damages would be an inadequate remedy and Jasper shall be entitled to seek injunctive relief, without the need to post a bond or other security.
    • Independent Contractors. Jasper’s relationship to Customer is that of an independent contractor, and neither party is an agent or partner of the other.  Neither party will have, and will not represent to any third party that it has, any authority to act on behalf of the other party.
    • Entire Agreement; Conflict; Amendment. This SSA, as well as each Order Form, constitutes the entire agreement between the parties and supersedes all previous agreements, promises, and representations, whether written or oral, between the parties with respect to the subject matter hereof.   In the event of any conflict between the terms of this SSA and the terms of an Order Form, the terms of this SSA prevail.  This SSA may not be modified except in a written document signed by the parties.
    • Waiver; Severability. No waiver of any provision of this SSA is binding unless it is in writing and signed by all parties to this SSA entitled to grant the waiver.  If any provision of this SSA is deemed contrary to applicable law or unenforceable by a court of competent jurisdiction, the remaining terms and conditions of this SSA shall be unimpaired and the parties shall substitute a valid, legal and enforceable provision as close in legal and economic consequence as possible to the provision being struck or considered unenforceable.
    • Headings; Interpretation. The section and subsection headings used in this SSA are for reference and convenience only, and shall not affect in any way the meaning or interpretation of this SSA. Where the word “including” or “includes” is used herein, it means “including without limitation” or “includes without limitation”, respectively.
    • English Language. It is the express wish of the parties that this SSA and all related documents be drawn up in English.  C’est la volonté expresse des parties que la présente convention ainsi que les documents qui s’y rattachent soient rédigés en anglais.