August 21, 2024
By using the Partner Platform, participating in any Partner Program activities, or clicking on “I agree” (or a similar box or button) when you sign up for a Partner Account, you agree to be bound by the applicable sections of the following Partner Program Agreement (the “Agreement”). The Agreement is between you, as Partner (as defined below in Section 1.), and Data Here-to-There Inc. (“Data Here-to-There”) Each of Partner and Data Here-to-There a “Party”, and together the “Parties”. You can review the current version of the Agreement at any time at dataheretothere.com/partner-program-agreement. Data Here-to-There reserves the right to update and change the Agreement by posting updates and changes here: dataheretothere.com/partner-program-agreement. If a significant change is made, we will provide reasonable notice by email, or posting a notice on the Partner Dashboard. You are advised to check the Agreement from time to time for any updates or changes that may impact you. Any reference to the Agreement includes any and all terms and documents incorporated by reference.
You must read, agree with and accept all of the terms and conditions contained in this Agreement, including Data Here-to-There’s Privacy Policy, before you may become a Partner. For the avoidance of doubt, Data Here-to-There’s Privacy Policy forms part of this Agreement and is incorporated by reference. Some types of Partner Program activities may require that you agree to additional terms (“Additional Terms”). Such Additional Terms are incorporated into this Agreement by reference. In the event of a conflict or inconsistency between this Agreement and the Additional Terms, the Additional Terms will govern, to the extent of such conflict or inconsistency.
Everyday language summaries are provided for convenience only and are not legally binding. Please read the entire Agreement for the complete picture of your legal requirements. This Agreement governs your activities as a Partner, including access to the Partner Dashboard and participation in the activities described on the Partner Program website. Be sure to occasionally check back for updates.
1. Definitions
Which means
This section assigns a specific meaning to some of the capitalized terms used in this Agreement. Other capitalized terms are defined elsewhere in the Agreement.
Unless defined elsewhere in the Agreement, capitalized terms set out in the Agreement are defined as follows:
“Ads” means advertisements created by Partner and placed in the Slingshot App through the features set forth in the Partner Dashboard.
“Customer” means any individual that visits or transacts via the Merchant Store.
“Customer Data” means information (including personal information) relating to a Customer, including, but not limited to, order information, payment information, and account information.
“Data Here-to-There Creative” means any marketing or promotional materials relating to Data Here-to-There or Data Here-to-There brands, including but not limited to copyrighted content, hypertext links, domain names, icons, buttons, banners, graphic files, images and the Data Here-to-There Trademarks.
“Data Here-to-There Related Entity/ies” means any entity that directly or indirectly controls, is controlled by, or is under common control with, Data Here-to-There; where “control” means the possession, directly or indirectly, of the power to direct or cause the direction of the management policies of another, whether through the ownership of voting securities, by contract, as trustee or executor, or otherwise.
“Data Here-to-There Trademarks” means the trademarks, logos, service marks and trade names of Data Here-to-There Inc. and any Data Here-to-There Related Entities, whether registered or unregistered, including but not limited to the Data Here-to-There logo.
“Partner Directory” means Data Here-to-There’s directory of experts which allows Merchants to browse and contact experts.
“Merchant” means an individual or business that uses the Service to sell products or services.
“Merchant Data” means information (including personal information) relating to a Merchant, including but not limited to business, financial and product information and any Customer Data.
“Merchant Store” means the Merchant’s commerce presence, including their online store and Point of Sale (POS). For clarity, a Merchant may have more than one Merchant Store.
“Partner” or “You” means an individual or entity that has agreed to the terms of this Agreement and participates in the Partner Program.
“Partner Account” means a Slingshot Partner Program account.
“Partner Dashboard” means the internal administrative page available at: dataheretothere.com/partners that allows Partners to manage their Partner Account.
“Partner Manager” means the Data Here-to-There employee designated by Data-Here-to-There from time to time as the Partner’s primary Data Here-to-There contact.
“Partner Program” means the resources made available by Data Here-to-There to Partners.
“Service” means the Slingshot App hosted within Shopify.
“Sanctions” means any applicable economic sanctions or anti-terrorism laws or measures of (1) Canada, including the Special Economic Measures Act, the Freezing Assets of Corrupt Foreign Officials Act, the Justice for Victims of Corrupt Foreign Officials Act (Sergei Magnitsky Law), the United Nations Act, and Part II.1 of the Criminal Code and any regulations or orders issued under the foregoing; (2) the United States, including those imposed, administered, or enforced by the U.S. Department of the Treasury’s Office of Foreign Assets Control and the U.S. State Department; (3) the United Nations Security Council; (4) the European Union; and (5) the United Kingdom, including those imposed, administered, or enforced by His Majesty’s Treasury.
“Sanctioned Person” means any individual or entity listed or designated under Sanctions or located or resident in or organized under the laws of a country or territory that is the subject of comprehensive territorial Sanctions, or any entity directly or indirectly owned or controlled by one or more of the foregoing.
“Taxes” means all federal, provincial, state, local or other governmental sales, value added, goods and services, harmonized or other taxes, fees or charges now in force or enacted in the future.
“Unsupported Region” means a region where Data Here-to-There is unable to operate due to local legal and regulatory requirements, commercial partnerships, and/or other pertinent factors. Data Here-to-There does not support transactions that involve these regions or persons located in or resident in or items originating from or destined for these regions.
“Websites” means any websites that are owned, operated or managed by a Partner and that relate to Partner’s activities pursuant to this Agreement.
2. Partner Responsibilities
Which means
Partners cannot send email marketing materials about Data Here-to-There without Data Here-to-There’s permission. If Data Here-to-There gives its permission, the messages must comply with this section and all applicable laws. Partner cannot engage in any illegal or aggressive marketing techniques on behalf of Data Here-to-There. Partner must not make any false or misleading statements about Data Here-to-There or represent anything that could cause harm to the credibility of Data Here-to-There. In all of Partner’s marketing activities, Partner must comply with all applicable laws. Do not email a Merchant without their prior consent.
2.1. Marketing Activities
2.2. Compliance with Laws
Which means
Partner will comply with all applicable laws and highest industry standards.
In addition to, and without limiting the provisions of this Agreement, Partner will perform its obligations under this Agreement in accordance with the highest applicable industry standards and in compliance with all applicable laws, rules and regulations, including obtaining any licenses required in order for Partner to operate and to offer the products or services associated with Partner’s participation in the Partner Program.
Partner represents and warrants that (i) none of the Partner, its subsidiaries, its directors, officers, or employees engaged with Data Here-to-There is a Sanctioned Person or is owned or controlled by one or more Sanctioned Persons and (ii) Partner is not resident or located in or organized under the laws of an Unsupported Region. In the event that the Partner becomes aware or suspects that the foregoing representation and warranty may no longer be accurate, it will immediately notify Data Here-to-There in writing.
Without limiting the foregoing, in performing its obligations and using the Services under this Agreement, the Partner agrees that Partner (i) will not engage directly or indirectly in any activities or transactions that involve, relate to, or benefit a Sanctioned Person or Unsupported Region, and (ii) it will
immediately notify Data Here-to-There in writing if it becomes aware of or suspects any violation of Sanctions or the related provisions of this Agreement.
For the avoidance of doubt and without limiting Data Here-to-There’s general termination rights, by entering into this Agreement, Partner acknowledges that Data Here-to-There reserves the unilateral right to terminate this Agreement with Partner with immediate effect via written notice in the event that Data Here-to-There, in its sole discretion, determines that Partner (i) is or becomes a Sanctioned Person and/or (ii) is or becomes in breach of any of its representations, warranties, and/or covenants in this Section 2.2.
2.3. Partner Duty to Inform
Which means
Partner has to keep Data Here-to-There informed about any potential claims, demands or liabilities relating to Data Here-to-There of which the Partner is aware.
Partner will promptly inform Data Here-to-There of any information known to Partner that could reasonably lead to a claim, demand or liability of or against Data Here-to-There or the Data Here-to-There Related Entities by any third party.
2.4. Other Partner Terms
Which means
Partner must (i) be at least 18 years old or the age of majority where Partner resides; (ii) provide certain information and agree that email will be our primary method of communication; (iii) make certain acknowledgments if signing up on behalf of an employer or a company; (iv) agree that this Agreement may be changed by Data Here-to-There at any time; and (v) acknowledge and agree to Data Here-to-There’s privacy policy.
3. Termination
Which means
Either Data Here-to-There or Partner can end this Agreement at any time by providing notice to the other Party. If there is fraud or any other unacceptable behaviour by Partner, Data Here-to-There can suspend Partner’s privileges or end the Agreement without notice. Data Here-to-There can change or eliminate all or any portion of the Partner Program at any time, upon reasonable notice.
3.1. Termination
3.2. Consequences of Termination
Which means
If the Agreement ends, Partner must stop using and return to Data Here-to-There all Data Here-to-There creative material and Data Here-to-There’s trademarks and logos and Partner will no longer be permitted to access the Partner Portal, unless otherwise determined by Data Here-to-There in its sole discretion. The sections listed here and any other sections that by their nature are meant to survive will survive the termination of this Agreement.
In addition, any provisions of this Agreement that by their nature are intended to survive, will survive termination.
4. Intellectual Property Rights
Which means
Partners may promote Data Here-to-There using the creative materials provided by Data Here-to-There. The creative materials of Data Here-to-There belong to Data Here-to-There, cannot be changed, and must be used only to promote the Data Here-to-There Services and Data Here-to-There brand.
4.1. Data Here-to-There Creative
4.2. Data Here-to-There Trademarks
Which means
Data Here-to-There owns the Data Here-to-There Trademarks entirely and Partner agrees to use them only in accordance with the Agreement.
During the term of this Agreement, Data Here-to-There hereby grants to Partner a limited, revocable, non-exclusive, non-sublicensable and non-transferable license to display the Data Here-to-There Trademarks solely as necessary to perform Partner’s obligations under this Agreement. Partner acknowledges and agrees that: (a) it will use Data Here-to-There’s Trademarks only as permitted under this Agreement; (b) it will use the Data Here-to-There Trademarks in a lawful manner and in strict compliance with all format(s), guidelines, standards and other requirements prescribed by Data Here-to-There in writing from time to time, including but not limited to the Data Here-to-There Trademark Usage Guidelines; (c) the Data Here-to-There Trademarks are and will remain the sole property of Data Here-to-There; (d) nothing in this Agreement will confer in Partner any right of ownership in the Data Here-to-There Trademarks and all use thereof by Partner will inure to the benefit of Data Here-to-There; (e) Partner will not, now or in the future, apply for or contest the validity of any Data Here-to-There Trademarks; and (f) Partner will not, now or in the future, apply for or use any term or mark confusingly similar to any Data Here-to-There Trademarks.
4.3. Restrictions on Partner’s Use of the Data Here-to-There Trademarks
Which means
Partners cannot use “Data Here-to-There”, or the Data Here-to-There logo, or any other Data Here-to-There Trademarks in the name or design of the Partner’s business or logo, or any Partner product or service (including Apps or Themes) without permission. Partner will not buy search engine advertising, trademarks or domain names that use “Data Here-to-There” or other Data Here-to-There Trademarks.
Notwithstanding Section 4.2, Partners will not:
4.4. Proprietary Rights of Data Here-to-There
Which means
All of the information, property and intellectual property you have access to as a result of your participation in the Partner Program belongs entirely to Data Here-to-There.
As between Partner and Data Here-to-There, the Data Here-to-There Creative, Data Here-to-There Trademarks, all demographic and other information relating to Merchants including Referred Merchants, prospective Partners and Partners, the Services, Merchant Data, and all software, documentation, hardware, equipment, devices, templates, tools, documents, processes, methodologies, know-how, websites, and any additional intellectual or other property used by or on behalf of Data Here-to-There or Data Here-to-There Related Entities or otherwise related to the Service, Data Here-to-There Partner Program, Data Here-to-There or Data Here-to-There Related Entities, together with all copyrights, trademarks, patents, trade secrets and any other proprietary rights inherent therein and appurtenant thereto (collectively, “Data Here-to-There Property”) will be and remain the sole and exclusive property of Data Here-to-There. To the extent, if any, that ownership of any Data Here-to-There Property does not automatically vest in Data Here-to-There by virtue of this Agreement, or otherwise, and vests in Partner, Partner hereby transfers and assigns to Data Here-to-There, upon the creation thereof, all rights, title and interest Partner may have in and to such Data Here-to-There Property (and waives any and all moral rights, as applicable), including the right to sue and recover for past, present and future violations thereof.
4.5. Data Here-to-There’s Use of Partner’s Intellectual Property
Partner grants to Data Here-to-There a worldwide, non-exclusive, royalty-free, transferable and sub-licensable right and license to use and display in any manner the Partner’s trademarks, service marks, logos, trade names, copyrighted content, graphic files, images and other intellectual property, in connection with and for the purpose of performing its obligations and exercising its rights under this Agreement. In addition, at Data Here-to-There’s discretion, Data Here-to-There may use any such intellectual property for the purposes of promoting or marketing Partner, Partner’s products or services, or as otherwise agreed to with Partner.
5. Confidentiality
Which means
Both Data Here-to-There and Partner agree to use Confidential Information only to perform the obligations of the Agreement. Confidential Information must be protected and respected. Merchant Data and Customer Data is Data Here-to-There’s Confidential Information.
6. Disclaimer of warranty
Which means
Data Here-to-There makes no warranties about the Data Here-to-There Partner Program, the Service, the Data Here-to-There Trademarks, Ads, or the Data Here-to-There Creative.
The Data Here-to-There Partner Program, the Service, the Data Here-to-There Trademarks, the Data Here-to-There Creative, Ads (including delivery and related reporting) are provided “as-is”. Data Here-to-There makes no warranties under this Agreement, and Data Here-to-There expressly disclaims all warranties, express or implied, including, but not limited to, warranties of merchantability, non-infringement or fitness for a particular purpose. Without limiting the foregoing, Data Here-to-There further disclaims all representations and warranties, express or implied, that the Service, the Data Here-to-There Trademarks, the Data Here-to-There Creative, satisfy all of Partner’s or Merchant’s requirements and or will be uninterrupted, error-free or free from harmful components.
7. Limitation of Liability and Indemnification
Which means
Data Here-to-There is limiting its liability with regard to the Data Here-to-There Partner Program, the Service, the Data Here-to-There Trademarks, the Data Here-to-There Creative, the relationship between the Partner and any Merchant, and Data Here-to-There’s obligations under the Agreement. If there is a liability owed to the Partner by Data Here-to-There, Data Here-to-There will provide no more than the Fees that were paid to Partner in the past six months.
7.1. Limitation of Liability
Data Here-to-There, and the Data Here-to-There Related Entities, will have no liability with respect to the Data Here-to-There Partner Program, the Service, the Data Here-to-There Trademarks, the Data Here-to-There Creative or Data Here-to-There’s obligations under this Agreement or otherwise for any direct, indirect, incidental, special, consequential, or exemplary damages, including but not limited to, damages for losses of profits, goodwill, use, data or other intangible losses resulting in any way from the Service the Data Here-to-There Trademarks, the Data Here-to-There Creative, or Partner’s participation or inability to participate in the Data Here-to-There Partner Program, even if Data Here-to-There has been advised of the possibility of such damages.
In any event, Data Here-to-There’s, and the Data Here-to-There Related Entities’, liability to Partner under this Agreement for any reason will be limited to the Fees paid to Partner by Data Here-to-There during the six (6) month period immediately preceding the event giving rise to the claim for damages. This limitation applies to all causes of action in the aggregate, including, but not limited to, breach of contract, breach of warranty, negligence, strict liability, misrepresentations, and other torts. The relationship between a Merchant and a Partner is strictly between the Merchant and the Partner, and neither Data Here-to-There or the Data Here-to-There Related Entities are obligated to intervene in any dispute arising between the Merchant and the Partner. Under no circumstances will Data Here-to-There, or the Data Here-to-There Related Entities, be liable for any direct, indirect, incidental, special, consequential, punitive, extraordinary, exemplary or other damages whatsoever, that result from or relate to the Partner’s relationship with any Merchant. These limitations will apply even if Data Here-to-There or the Data Here-to-There Related Entities have been advised of the possibility of such damages. The foregoing limitations will apply to the fullest extent permitted by applicable law.
7.2. Partner Indemnification
Which means
Partner will cover all costs associated with a claim made against, or liabilities incurred by, Data Here-to-There if it is caused by Partner’s breach of this Agreement, Partner’s gross negligence or wilful misconduct, promises made by Partner to third parties about Data Here-to-There, Partner’s products or services, Partner’s infringement or violation of the intellectual property or other rights of a third party, Partner’s violation of applicable law, or Partner’s relationship with a Merchant.
Partner agrees to indemnify, defend and hold harmless Data Here-to-There and any Data Here-to-There Related Entities and the directors, officers, employees, subcontractors and agents thereof (each, an “Indemnified Party”, and collectively, the “Indemnified Parties”), with respect to any claim, demand,
cause of action, debt or liability, including reasonable attorneys’ fees (collectively, “claims”), to the extent that such claim is based upon or arises out of: (a) Partner’s breach of any representation, warranty, obligation or covenant under this Agreement; (b) Partner’s gross negligence or wilful misconduct; (c) any warranty, condition, representation, indemnity or guarantee relating to Data Here-to-There and Data Here-to-There Related Entities granted by Partner to any Merchant, prospective Partner or other third party; (d) Partner’s breach of any term of this Agreement (including any documents it incorporates by reference) or a Merchant Agreement; (e) any third party claim that Partner’s products or services infringes the intellectual property or other rights of a third party; (g) Partner Taxes, including any audits or penalties related thereto; (h) the performance, non-performance or improper performance of the Partner’s products or services, including without limitation, any Application or Theme or Channel Platform; (i) Partner’s relationship with any Merchant; and (j) any breach of applicable law by the Partner.
7.3. Notice of Indemnification
Which means
Data Here-to-There will notify Partner of any claims and may choose to assist in the defense.
In claiming any indemnification under this Agreement, the Indemnified Party will promptly provide Partner with written notice of any claim which the Indemnified Party believes falls within the scope of the indemnifications provided under this Agreement. The Indemnified Party may, at its own expense, assist in the defense if it so chooses, provided that Partner will control such defense and all negotiations relative to the settlement of any such claim and further provided that in settling any claim the Partner will not make any admission on behalf of the Indemnified Party or agree to any terms or conditions that do or reasonably could result in any admission by, or the imposition of any liability upon, the Indemnified Party without the prior written approval of the Indemnified Party.
7.4. Non-exclusive remedies
Which means
Which means: If Partner breaches its obligations with respect to Partner’s responsibilities (Section 2), Data Here-to-There’s intellectual property or other proprietary rights (Section 4) or confidentiality (Section 5), Data Here-to-There has rights outside of “breach of contract”.
In the event of any breach or threatened breach by Partner of any provision of Sections 2, 4, or 5 above, in addition to all other rights and remedies available to Data Here-to-There under this Agreement and under applicable law, Data Here-to-There will have the right to (a) immediately enjoin all such activity, without the necessity of showing damages or posting bond or other security, (b) immediately terminate this Agreement and Partner’s access to the Partner Program, (c) receive a prompt refund of all amounts paid to Partner under this Agreement, and (d) be indemnified for any losses, damages or liability incurred by Data Here-to-There in connection with such violation, in accordance with the provisions of this Section 7.
8. General provisions
Which means
In case something serious happens outside the control of either Data Here-to-There or Partner, both will be excused from performance of duties to the extent that such event affects either Party’s ability to perform such duties.
8.1. Force Majeure
If the performance of any part of this Agreement by either Party is prevented, hindered, delayed or otherwise made impracticable by reason of any flood, riot, fire, judicial or governmental action (including, but not limited to, any law, regulation or embargo prohibiting the performance contemplated under this Agreement or the failure or refusal of a government agency to issue a license required for any performance pursuant to this Agreement), labour disputes, act of God or any cause beyond the reasonable control of that Party, the Party will be excused from such performance to the extent that it is prevented, hindered or delayed by such cause. Notwithstanding anything in this Agreement to the contrary, the Party prevented from performing under this Agreement by a force majeure event will nevertheless use its best efforts to recommence its performance under this Agreement as soon as reasonably practicable and to mitigate any damages resulting from its non-performance under this Agreement.
8.2. Independent Contractors
Which means
Both Data Here-to-There and Partner are independent contractors in respect of each other. There is no relationship of agents, representatives or otherwise between you and Data Here-to-There, except when Data Here-to-There is dealing with Merchant payments, credits and refunds on your behalf, or unless we say we are expressly doing something on your behalf in this Agreement.
The Parties to this Agreement are independent contractors. Except as otherwise expressly stated in this Agreement, neither Data Here-to-There or any Data Here-to-There Related Entity is an agent, representative or related entity of the Partner. Neither Data Here-to-There nor the Partner will have any right, power or authority to enter into any agreement for, or on behalf of, or incur any obligation or liability of, or otherwise bind, the other Party, except where the Partner expressly authorizes Data Here-to-There to act on its behalf in this Agreement. For the avoidance of doubt, Partner expressly authorizes Data Here-to-There to act on its behalf for the purposes of collecting and remitting payment, credits or refunds between Merchant and Partner. This Agreement will not be interpreted or construed to create an association, agency, joint venture or partnership between the Parties or to impose any liability attributable to such a relationship upon either Party.
8.2. Non-Exclusivity
Which means
Both Data Here-to-There and Partner are non-exclusive to each other and each can enter into similar arrangements with others, as long as that Party does not use the other Party’s confidential information. Nothing in this Agreement is intended to create, nor will it be construed as creating, any exclusive arrangement between the Parties to this Agreement. This Agreement will not restrict either Party from entering into similar arrangements with others, provided it does not breach its obligations under this Agreement by doing so, including without limitation, any confidentiality obligations.
8.4. Notice
Which means
Notice is considered to be sent on the day it is emailed or hand delivered, 2 days after it is given to a courier, or 5 days after it is placed in the mail.
Any notice, approval, request, authorization, direction or other communication under this Agreement will be given in writing and will be deemed to have been delivered and given for all purposes (a) on the delivery date if delivered personally, or by email to Partner’s email address listed in the Partner Account, and to info@dataheretothere.com; (b) two (2) business days after deposit with an internationally recognized commercial overnight courier service, with written verification of receipt; or (c) five (5) business days after deposit in certified or registered mail, return receipt requested, postage and charges prepaid. Notice will be sent to the Partner at the address provided in the Partner Account, and to Data Here-to-There at 4943 Terwillegar Common NW, Edmonton, Alberta, Canada, T6R 0J5 Attention: Legal Department.
8.5. No Waiver
Which means
If a provision is not enforced by any Party, it does not mean that they are waiving their rights to enforce that provision in the future.
The failure of any Party to insist upon or enforce strict performance by another Party of any provision of this Agreement or to exercise any right under this Agreement will not be construed as a waiver or relinquishment to any extent of such Party’s right to assert or rely upon any such provision or right in that or any other instance; rather, the same will be and remain in full force and effect. Each waiver will be set forth in a written instrument signed by the waiving Party.
8.6. Entire Agreement
Which means
This Agreement and the documents it links to and references are the entire agreement governing the relationship between Data Here-to-There and Partner under the Partner Program, and it replaces any previous agreements.
This Agreement, including any completed application form and all guidelines and other documents linked or otherwise incorporated or referenced in this Agreement, sets forth the entire agreement and supersedes any and all prior agreements, written or oral, of the Parties with respect to the subject matter hereof (including, but not limited to, any prior version of this Agreement). Neither Data Here-to-There nor the Partner will be bound by, and each Party specifically objects to, any term, condition or other provision that is different from or in addition to the provisions of this Agreement (whether or not it would materially alter this Agreement) and which is proffered by another Party in any correspondence or other document, unless the Party to be bound thereby specifically agrees to such provision in writing. This Agreement may be available in languages other than English. To the extent of any inconsistencies or conflicts between this English Agreement and the Agreements available in another language, the most current English version of the Agreement will prevail.
8.7. Assignment
Which means
Partner cannot assign away or transfer this agreement to another party without Data Here-to-There’s consent.
All the terms and provisions of this Agreement will be binding upon and inure to the benefit of the Parties to this Agreement and to their respective heirs, successors, permitted assigns and legal representatives. Data Here-to-There will be permitted to assign this agreement without notice to or consent from Partner. Partner will have no right to assign or otherwise transfer this Agreement, or any of its rights or obligations under this Agreement, to any third party without Data Here-to-There’s prior written consent, to be given or withheld in Data Here-to-There’s sole discretion. Transfer can include acquisition, merger, change of control, or other forms of transfer. To submit a request for Data Here-to-There’s consent to assignment or transfer, contact Data Here-to-There Partner Support in the Partner Dashboard.
8.8. Applicable Laws
Which means
This agreement is covered by the laws of Alberta, Canada. If anything were to go wrong, Alberta is where the issue would be litigated.
This Agreement will be governed by and interpreted in accordance with the laws of the Province of Alberta and the laws of Canada applicable therein, without regard to principles of conflicts of laws. The United Nations Convention on Contracts for the International Sale of Goods will not apply to this Agreement and is hereby expressly excluded.
The parties irrevocably and unconditionally submit to the exclusive jurisdiction of the courts of the Province of Alberta with respect to any dispute or claim arising out of or in connection with this Agreement.
8.9. Patent Non-Assertion
Which means
You agree not to sue us for patent infringement.
Partner and its affiliates covenant not to assert patent infringement claims against Data Here-to-There, Data Here-to-There Related Entities, or Data Here-to-There products and services.
8.10. Competitive or Similar Materials
Which means
Data Here-to-There may develop products or services that compete with Partner’s products or services so long as Data Here-to-There does not use Partner’s Confidential Information.
Data Here-to-There is not precluded from discussing, reviewing, developing for itself, having developed, acquiring, licensing, or developing for or by third parties, as well as marketing and distributing materials, products or services which are competitive with Partner’s products or services, including without limitation any Application or Theme, regardless of their similarity to Partner’s products or services, provided that Data Here-to-There does not use Partner’s Confidential Information in so doing.
8.11. Feedback
Which means
If you provide Data Here-to-There with Feedback about the Partner Program, Data Here-to-There Creative or the Service, we will own this Feedback and we can use it without restriction.
If Partner provides any feedback (including identifying potential errors and improvements) to Data Here-to-There concerning the Partner Program, the Data Here-to-There Creative or any aspects of the Service (“Feedback”), Partner hereby assigns to Data Here-to-There all right, title, and interest in and to the Feedback, and Data Here-to-There is free to use, reproduce, disclose, and otherwise exploit the Feedback without attribution, payment or restriction, including to improve the Partner Program, the Data Here-to-There Creative or the Service and to create other products and services. Data Here-to-There will treat any Feedback as non-confidential and non-proprietary. Partner will not submit any Feedback that it considers confidential or proprietary.
8.12. Beta Services
From time to time, Data Here-to-There may, in its sole discretion, invite Partner to use, on a trial basis, potential new services or features that are in development and not yet available to all Partners or Merchants (“Beta Services”). Beta Services may be subject to additional terms and conditions, which Data Here-to-There will provide to Partner prior to Partner’s use of the Beta Services. Such Beta Services and all associated conversations and materials relating thereto will be considered Confidential Information of Data Here-to-There and subject to the confidentiality provisions of this Agreement. Data Here-to-There makes no representations or warranties that the Beta Services will function. Data Here-to-There may discontinue the Beta Services at any time in its sole discretion. Data Here-to-There will have no liability for any harm or damage arising out of or in connection with a Beta Service.
8.13. Service Providers
Which means
Partner can work with third parties, but is responsible for any breach of this Agreement by those third parties.
Partner may work with service providers as necessary to facilitate Partner’s performance under this Agreement. Partner acknowledges and agrees that Partner is responsible for all of its service providers’ acts or omissions in relation to Partner’s performance of the Agreement, and any act or omission by Partner’s service provider amounting to a breach of this Agreement will be deemed to be a breach by Partner.
8.14. Severability
Which means
If a provision in this Agreement isn’t enforceable for any reason, the rest of the Agreement will still be enforceable.
If any provision of this Agreement is, for any reason, held to be invalid, illegal or unenforceable in any respect, then such invalidity, illegality or unenforceability will not affect any other provision of the Agreement, and the Agreement will be construed as if such invalid, illegal or unenforceable provision had never been contained within the Agreement.
End of Terms