Terms and Conditions for AudienceView Campus Flow
Last Updated: September 23, 2020
These terms and conditions (the “Terms”) are incorporated into and form a part of each order form (the “Order Form”) and any other schedules attached thereto (collectively, the “Agreement”), executed between AudienceView Ticketing Corporation (the “Vendor”), and the client set out on the Order Form (the “Client”), with respect to the services set out on the Order Form (the “Services”).
In the event that there is any inconsistency within any terms of the Agreement, the order of precedence is: (i) the Order Form, (ii) these Terms, and (iii) any other schedules.
1. Services
1.1 Services. Subject to these Terms and each Order Form, and in consideration of the payment by Client of the fees, and any applicable expenses for the Services in the amounts set out on the Order Form (the “Service Fees”), Vendor will make the Services available to Client such that Client may access the Services set out on the Order Form. Payment of the Service Fees includes the receipt of all generally available updates to the Services free of charge.
1.2 Changes to Services; Updates. Client acknowledges that as Vendor operates a subscription as a service offering, Vendor may change, modify, update, and add to the Services and any aspect or feature thereof including replacing any third party product or services incorporated into the Services, however such updates will not materially reduce the overall quality of the Services. Vendor will use commercially reasonable efforts to make the Services available 24 hours a day, 7 days a week, except for (i) planned downtime (of which Vendor will give at least 24 hours electronic notice), and (ii) any unavailability caused by a Force Majeure Event as described below. Where possible, Vendor will work with Client to schedule planned downtime at a time that is convenient for Client.
1.3 License of Third Party Software. If set out on an Order Form, Vendor grants to Client, for Client’s own internal business purposes, a non-exclusive, non-transferable sub-license, without further right of sub-license, and for the period set out on an Order Form, to use the third party software described on such Order Form (“Third Party Software”) in conjunction with Client’s permitted use of the Services. Any renewals of such license after the initial period will be subject to mutual agreement of the parties.
Third Party Software is provided by Vendor under these Terms, but is not otherwise considered part of the Services for which Vendor is directly responsible. The Third Party Software is provided on an “as is” basis, and Vendor disclaims any liability associated with the installation, implementation, configuration, functionality, linkage to, use or operation of the Third Party Software, and merely “passes through” any warranties, support obligations and other applicable terms and conditions provided by the Third Party Software owner or provider, to the extent permissible and available. In the event the Third Party Software is defective or ceases to operate in accordance with its specifications, and to the extent the Third Party Software carries an original warranty, the sole rights available to Client are those provided by such warranty to the extent they are available and will be exercised directly against such owner or provider with such assistance from Vendor as may be reasonably requested. Vendor agrees to assist Client with initial support in respect of Third Party Software to determine whether the support issue is the result of the Services or the Third Party Software.
Client shall not distribute, rent, lease or transfer the Third Party Software to any third party without Vendor’s prior written consent. Client must not remove or tamper with the copyright notice(s) included or specified by Vendor from time to time on any permissible copy. Subject to these Terms, all right, title and interest in the copyright, patents and intellectual property rights in the Third Party Software or any part thereof remain with Vendor or the original owner of such rights, as the case may be. Client acknowledges that it obtains no ownership rights in the Third Party Software or any elements or components thereof.
2. Fees and Payment
2.1 Service Fees. Client will pay Vendor the fees, and any applicable expenses for the Services in the amounts set out on the Order Form (the “Service Fees”). All Service Fees paid or payable to Vendor will be non-cancelable and will be timely paid to Vendor in accordance with these Terms. Service Fees will not be subject to refund, reserve, holdback or set-off except as explicitly provided for in these Terms.
Vendor provides a full accounting of all Service Fees and charges with every invoice or settlement statement sent to the Client for the applicable time period. All sales, fees, and funds are payable in the currency set out on the Order Form.
2.2 Taxes. All Service Fees and other charges in an Order Form are exclusive of all taxes, levies or duties or similar governmental assessments of any nature now in force or enacted in the future and imposed on the provision of goods and services by any local, state, provincial, federal or foreign jurisdiction, including but not limited to value-added, sales, use, consumption or withholding taxes (“Taxes”). Client will be responsible for all such Taxes, except for Taxes based on Vendor’s net income, capital gains or employee withholdings, even if such amounts are not listed on an Order Form.
If Client is a tax-exempt entity, Client confirms that it is currently exempt from federal and state/local taxation under its applicable laws, and agrees to provide Vendor with evidence of such exemption. For so long as Client maintains its tax exempt status, Vendor will be solely responsible for payment of any and all taxes or fees, whether foreign or domestic, relating to Vendor’s activities under these Terms.
Upon Vendor’s request, Client will cooperate with Vendor in complying with relevant tax laws and regulations. This includes completing forms, certificates of tax exemption and documents and providing information to the relevant taxing authority, of the kind required under the applicable law. Vendor will take similar actions and provide Client such information as is required by the relevant taxation authority.
2.3 Payment Terms; Set Off. Payment is due as set out on the Order Form. If and as permitted under applicable law, Client will be charged the applicable late fee per month on any unpaid amounts, other than in the case of a good faith dispute, from the due date until the date of actual payment, whether before or after judgment. Fees will not be subject to set off. Client will keep its contact details up to date to ensure timely receipt of invoices and other communications.
3.0 Client Obligations
3.1 Use of Services. The Services may only be used by Client and its/their employees and contractors in connection with Client’s business. In no event will Client use the Services in violation of applicable laws, rules or regulations or for any reason other than for the Services reasonably intended purpose, and Client will not knowingly or willfully use the Services in any manner that could damage, disable, overburden, impair or otherwise interfere with Vendor’s provision of the Services.
3.2 Client Data. Vendor will accept all data and other records made available to Vendor by or on behalf of Client under these Terms or otherwise processed or created on Client’s behalf in connection with the Services (collectively, “Client Data”) as being legally obtained and accurate, without any further inquiry. Client will ensure that the Client Data does not include any illegal or unlawful materials, including materials that: (i) defame other persons; (ii) wilfully promote hatred against any identifiable group or individual; or (iii) infringe the copyright, trade secret or other intellectual property rights of any person. Client confirms that it will not require Vendor to receive or process any Client Data that requires Vendor or the Services to comply the General Data Protection Regulation (EU) 2016/679 and/or any related European Union privacy laws, and Client acknowledges that Vendor expressly disclaims any liability in connection therewith.
3.3 Other Client Responsibilities. Client will: (a) undertake and maintain its own website development (to the extent that any of such development work is not contracted to Vendor) and host any Client websites not hosted by Vendor; (b) enable its own reliable high speed internet connectivity to and from the Services (in respect of all locations that need access to the Services); (c) provide and maintain its own customer premises equipment, including but not limited to administrator workstations; (d) provide all other user relations, fulfilment and obligations, including but not limited to, facility establishment, operations and maintenance, advertising and promotion, and all associated expenses and fees; (e) maintain all configuration, use and operation of the Services to suit Client’s environment and specifications ; (f) ensuring that the data to be migrated from Client’s legacy system conforms to Vendor data schema as outlined by Vendor’s personnel; (g) providing designated Client support contacts to Vendor, as required; and (h) attending any scheduled meetings with Vendor’s personnel. Client acknowledges and agrees that Client’s failure to comply with this provision may negate any Vendor performance warranties and service obligations.
The administration tools used to access the Services will be password-protected and only Client personnel who are properly registered and have received a login ID and password will be able to access the administrative tools. Client will be solely responsible for administering and monitoring the use of its login IDs and passwords. Client will not permit anyone other than its authorized personnel to view or use the administration tools.
3.4 Prohibited Activities. Except as allowed in these Terms, Client may not modify, rent, sublease, sublicense, assign, use as a service bureau, copy, lend, adapt, translate, sell, distribute, disclose, create any derivative works based upon, decompile, reverse assemble, reverse engineer or otherwise attempt to derive the source code from, the Services or any Vendor intellectual property incorporated or embodied therein. Client will not alter or remove any copyright notices or other proprietary notices on or in the Services. Client will use the Services only in compliance with Vendor’s Acceptable Use policies as found on Vendor’s website, as amended from time to time.
3.5 Termination/Suspension of Services. Vendor reserves the right to suspend, terminate or limit performance of, and Client’s access to, the Services at any time in the event: (a) that Vendor determines that the Services are being used by Client in an unauthorized or fraudulent manner or in violation of the terms of these Terms, (b) that Vendor, in its sole discretion, determines that any Client Data violates Section 3.2 of these Terms, (c) that any undisputed Vendor invoice is more than thirty (30) days overdue, or (d) of a denial of service attack or any other security or other disaster which impacts the Services or the security of the Client Data or other content stored with the Services. Vendor will promptly notify Client of the suspension, termination or limitation and use commercially reasonable efforts to notify Client in advance so that Client has the opportunity to remedy the issue. Vendor will have no liability for any damages, liabilities or losses as a result of any such suspension, limitation or termination of the Services in accordance with this Section.
4.0 Ownership and Confidentiality
4.1 Client Data. As between Client and Vendor, Client exclusively owns all rights, title and interest in and to Client Data. Client hereby grants to Vendor a non-exclusive limited licence to access, use, modify, retain and dispose of Client Data, and consents to Vendor’s transfer of Client Data to Vendor’s third party data processing vendors, in each case in accordance with applicable law and solely for the purpose of performing Vendor’s obligations under these Terms. Vendor may aggregate and anonymize Client Data with other aggregated and anonymized data. Aggregated and anonymized data is not Client Data, and Vendor may use such data in its discretion in accordance with applicable laws.
4.2 Licence of Client Trade-marks. During the Term, Client hereby grants to Vendor a limited, personal, non-sub-licensable licence to use and display Client’s trade name, trade-marks and logos as required for Vendor to provide the Services (e.g. the posting of Client Trade-marks on Client’s instance of the Service).
4.3 Ownership of Services. Vendor retains all right, title and interest in and to all intellectual and proprietary rights with respect to the Services and other Services provided by Vendor, together with any and all software and other technology that enables the provision of such Services, and all documentation, materials, user guides, manuals, release notes and any training materials and other deliverables provided by Vendor under these Terms, and any suggestions, ideas, enhancement requests, feedback, or recommendations provided by Client or its users relating to the Services.
4.4 Confidentiality. “Confidential Information” means any and all non-public information and materials disclosed by one party to the other party, whether in writing, orally or visually, and whether or not marked as confidential, that a reasonable person would regard as confidential, and includes all Client Data. Confidential Information will not include information which: (a) is or becomes part of the public domain other than by wrongful act of the receiving party; (b) at the time when it is disclosed or access is granted to the other party, is known to the other party free of any restrictions; (c) is independently developed by the other party through individuals who have not had either direct or indirect access to the disclosing party’s Confidential Information; or (d) is disclosed without any restrictions to the other party by a third party who has a right to make such disclosure to any person. Each party will: (i) use the other party’s Confidential Information only in accordance with these Terms and only for the purpose of fulfilling its obligations and exercising its rights under these Terms; (ii) at a minimum, use a reasonable degree of care to protect the other party’s Confidential Information (which will not be less than receiving party uses to protect its own Confidential Information); (iii) maintain the other party’s Confidential Information in strict confidence, and (iv) except as required by applicable law, not disclose the other party’s Confidential Information to any third parties. Each party acknowledges that the Confidential Information of the other party is of value to the other party or to its suppliers and that any unauthorized copying, use, disclosure, access or disposition of that Confidential Information will cause irreparable injury to the other party. Consequently, each party agrees that in addition to any other remedies that the other party may have with respect to any unauthorized use or disclosure of its Confidential Information, the other party will be entitled to seek injunctive and other equitable relief, as a matter of right. Receiving party may disclose the other party’s Confidential Information as required by law or court order provided: (1) where legally permissible the receiving party promptly notifies the other party in writing of the requirement for disclosure; and (2) discloses only as much of the Confidential Information as is required by such law or court order. The party receiving Confidential Information of the other party will ensure that Confidential Information is disclosed only to its employees or consultants with a bona fide need to know and who are under binding written obligations of confidentiality with receiving party to protect the other party’s Confidential Information substantially in accordance with the terms of these Terms.
In the event that Client is subject to a mandated Open Records Act (or similar legislation) with which it must comply by law (the “ORA”) and Client receives any request for information under the ORA or otherwise in relation to this Agreement or Vendor, if permitted by the ORA, Client will make reasonable efforts to promptly notify Vendor with details of the information requested to allow Vendor the opportunity to promptly and legally object to the requested disclosure in respect of proprietary or other commercially sensitive information.
4.5 Obligation on Termination. Upon termination of an Order Form and at the written request of the disclosing party, the other party will, upon election of the disclosing party, either (i) return all originals and copies of Confidential Information received from the disclosing party within thirty (30) days of the receipt of such request, or (ii) destroy all originals and copies of Confidential Information received from the disclosing party and provide written confirmation of such destruction within thirty (30) days of receipt of such request. Nothing in this Section will require a party to return or destroy any documents and materials that such party is required to retain by applicable law, or to satisfy the requirements of a regulatory authority or body of competent jurisdiction or the rules of any listing authority or stock exchange, to which it is subject, or for its own internal compliance or auditing procedures. The confidentiality obligations will continue to apply to any documents and materials retained pursuant to this Section.
In addition, if Client has rented or leased any hardware from Vendor, Client will return all hardware within two (2) business days of the end of the rental period, or late fees of $100.00 per device, per day will be invoiced to Client by Vendor and become immediately due upon receipt.
5.0 Warranties and Limitations
5.1 Vendor Warranties. Vendor represents and warrants that: (i) the Services will perform in all material respects in accordance with the these Terms; and (ii) it will implement appropriate technical, administrative and physical measures to secure its systems and protect Client Date. For breach of (i) above, upon notification to Vendor in writing of the nature of non-conformance, Client’s initial remedy will be Vendor’s commercially reasonable efforts to promptly repair the non-conforming Services or to re-perform the non-conforming Services without charge. Vendor acknowledges that for the purposes of the Order Form and these Terms, it is designated as a “school official” with a “legitimate educational interest” in the education records of Client’s students, as those terms have been defined under the Family Educational Rights and Privacy Act and its implementing regulations (collectively “FERPA”). Vendor agrees to abide by the limitations and requirements imposed by FERPA and will not use data governed by FERPA other than for the purposes of fulfilling its duties under the Agreement.
Vendor makes no other representations, warranties or conditions with respect to the Services, or any materials or other deliverables provided by Vendor, whether express or implied, including any implied warranties or conditions of merchantability, fitness for a particular purpose or non-infringement. Vendor is not be responsible for errors, bugs or other problems caused by hardware or software not provided by Vendor. While Vendor is responsible for its data security obligations, the Services and Client Data stored through use of the Services may be susceptible to intrusion, attack or computer virus infection beyond the Vendor’s control.
5.2 Client Warranties. Client represents to Vendor that: (i) the materials provided by Client to Vendor (including Client Data and Client’s websites) will not be unlawful or infringe a third party intellectual property right; (ii) the making of reservations, promotion, production, management and presentation of Client’s facilities (and any other operations for which the Services are used), and the closure, postponement or cancellation thereof, will not violate any applicable laws; and (iii) Client will not release any information or data related to any user or prospective user in violation of any applicable laws.
5.3 Limitation of Liability. Other than for breaches of Section 2 (Fees and Payment) or Section 4 (Ownership and Confidentiality), neither party will be liable to the other party, for lost revenues or profits or any indirect, punitive, incidental, special or consequential damages or loss of use. This limitation will apply whether or not the loss or damage was foreseeable or the defaulting party was advised of the possibility of such loss or damage. Other than for: (a) death or personal injury caused by the negligence of such party, its officers, employees, contractors or agents, (b) any other liability which may not be excluded by law, and (c) intellectual property claims indemnifiable pursuant to Section 6.1; in no event will the total cumulative liability of Vendor to Client for any and all claims arising out of or relating to these Terms or the Services, exceed the amounts actually paid by Client to Vendor in the twelve (12) months preceding the date of the applicable claim (or if the applicable claim occurs during the initial twelve (12) months of the Term, the amount payable by Client to Vendor for the initial twelve (12) months of the Term). The existence of more than one claim under these Terms will not enlarge or extend the foregoing limitation. The foregoing provisions set out in this Section will apply regardless of the form or cause of action (including without limitation, contract, tort or negligence).
6.0 Indemnification
6.1 Intellectual Property Indemnification. Vendor agrees to indemnify, defend, and hold harmless Client and its directors, trustees, officers, and employees from and against any and all claims, suits, losses, damages and expenses (including reasonable legal fees and expenses) incurred in connection with any third party claims, demands and other liabilities asserted against any of them, which directly relate to or directly arise out of the violation or infringement of any Canadian or United States copyright, patent, trade-mark or trade secret by Client’s authorized use of the Services; provided that Client: (a) gives Vendor prompt written notice of any such claim; (b) gives Vendor all reasonable co-operation, information and assistance to handle the defence or settlement; and (c) except to the extent required by law, makes no admission regarding any such claim without Vendor’s prior written consent. Any legal counsel selected by Vendor to defend Client must be reasonably satisfactory to Client. Vendor will not settle or resolve any portion of any such claim or lawsuit that obligates Client to take any action or incur any expense without Client’s prior written approval. Client will at all times have the right, at its own cost, to direct the defense of, and to accept or reject any offer to compromise or settle, any lawsuit, claim, demand or liability asserted against the Client. Notwithstanding the foregoing, Vendor will not be liable under this section to the extent such claim was caused by the negligence or willful misconduct of Client.
6.2 Right to Procure or Substitute. Should the Services or any part thereof become, or in Vendor’s reasonable opinion, are likely to become, the subject of a claim for infringement against which Vendor is liable to indemnify Client under these Terms, then Vendor may, at its sole option and expense: (a) procure for Client the right to use and access the infringing or potentially infringing item(s) of the Services free of any liability for infringement; or (b) replace or modify the infringing or potentially infringing item(s) of the Services with a non-infringing substitute of equal overall quality and functionality of the replaced system. If (a) and (b) are not reasonably available in Vendor’s reasonable opinion after Vendor has used commercially reasonable efforts to achieve both (a) and (b), Vendor may terminate these Terms and any Order Form(s), in which case Client will receive a pro rata refund of any prepaid unused Service Fees.
7.0 Term and Termination
7.1 Term. Each Order Form sets out the term of the Agreement (the “Term”).
7.2. Termination for Insolvency or Material Breach. Termination for Insolvency or Material Breach. Either party may terminate these Terms and any Order Form immediately on written notice to the other party, if the other party: (i) ceases to carry on business in the normal course, makes a general assignment for the benefit of creditors, or becomes subject to any proceeding for liquidation, insolvency or the appointment of a receiver that is not dismissed within thirty (30) days (unless such termination is prohibited by applicable law); (ii) is in material default of any provision of these Terms that is reasonably susceptible to cure and is not cured or addressed to the satisfaction of the non-defaulting party (acting reasonably) within thirty (30) days following written notice of the default from the non-defaulting party (other than non-payment for which the right to cure will be ten (10) days); or (iii) is in material default of any provision of these Terms that is not reasonably susceptible of being cured. If termination is due to Vendor’s material breach, Client will receive a pro rata refund of any prepaid unused Service Fees.
7.3 Effect of Termination. Upon the termination of an Order Form, Vendor will terminate all access of Client to the Services, Client will pay all Service Fees and expenses incurred for Services received prior to termination and any applicable Taxes. If termination is due to Client’s material breach, Client will pay the remaining Service Fees that would have become payable during the remainder of the Term. Client Data is available for export by Client in machine readable (i.e. .csv) format via the Services’ business intelligence tools prior to and upon termination. Vendor will be available to assist Client in migration of its Client Data contained within the Services for an additional charge. Any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination, including the right to claim damages in respect of any breach of these Terms which existed at or before the date of termination will not be affected or prejudiced.
8.0 Accessibility
8.1 Vendor acknowledges and agrees that it intends and desires for all persons, with or without disabilities, to have full and appropriate potential access and use of Services so that they are able to properly enjoy and benefit from such services, as provided. Accordingly, Vendor has made, and continues to make, a good faith, concerted effort using available best practices and technologies to offer the Services in compliance with current Web Content Accessibility Guidelines and to make reasonable attempts to meet all standards set forth by the current version of the Web Content Accessibility Guidelines 2.1 Level AA (or successor standards), as published by the Web Accessibility Initiative of the World Wide Web Consortium. Vendor agrees to promptly respond to, and make commercially reasonable efforts to resolve and remediate any complaint related to the Services regarding accessibility and usability for persons with disabilities in a timely manner. Failure to comply with these requirements may constitute a material breach of this Agreement and may be grounds for termination of this Agreement by Client as set forth in these Terms.
9.0 General
9.1 Notices. Any notice given pursuant to these Terms will be in writing and addressed to at the addresses set out on the Order Form. Any such notice will be deemed to have been received upon: (i) confirmation of delivery by a nationally reputable overnight delivery service, all delivery charges pre-paid; or (ii) transmission by email and no receipt of an out-of-office or other notice indicating non-receipt. Either party may designate a different address by written notice to the other party given in accordance with this section.
9.2 Entire Agreement. This Agreement constitutes the complete and exclusive agreement between the parties with respect to its subject matter, and supersede and replace any and all prior or contemporaneous discussions, negotiations, understandings and agreements, written and oral, regarding its subject matter.
9.3 Variations. These Terms may be changed only by a written document signed by authorized representatives of Vendor and Client.
9.4 Severance. Should any provision of these Terms be held to be invalid by a court of competent jurisdiction, then that provision will be enforced to the extent permissible, and all other provisions will remain in effect and are enforceable by the parties.
9.5 Interpretation. The headings used in these Terms are for convenience of reference only. No provision of these Terms will be interpreted against any party merely because that party or its legal representative drafted the provision. All remedies are cumulative. Throughout these Terms, the term “including” or the phrases “e.g.,” or “for example” have been used to mean “including, without limitation”.
9.6 Waiver. No part of these Terms: (a) will be deemed to be waived by reason of any previous failure to enforce it, or (b) may be waived except in a writing signed by the party waiving enforcement.
9.7 Assignment. Neither party will assign or otherwise transfer any rights or obligations under these Terms without the other party’s written consent, such consent not to be unreasonably withheld. Notwithstanding the foregoing, Vendor may subcontract any of its obligations under these Terms (including the Order Form(s)) to an affiliate (or member of its corporate group) or to any specialist subcontractor, however Vendor will remain responsible for the actions or omissions of such subcontracting. Subject to the foregoing, these Terms will be binding on, will inure to the benefit of, and will be enforceable against the parties and their respective successors and assigns.
9.8 Independent Contractors. The relationship between the parties is that of independent contractors. These Terms will not establish any relationship of partnership, joint venture, employment, franchise or agency between them. Neither party will have the power to bind the other without the other party’s prior written consent.
9.9 Governing Law. These Terms and any disputes or claims arising out of our in connection with them or their subject matter or formation (including non-contractual disputes or claims) are governed by and construed in accordance with the laws and courts of the Client’s jurisdiction as identified by its address on the Order Form.
9.10 Media. Unless Client has notified Vendor in writing otherwise, Vendor may list Client as a client (and use its name and logo, in the form and manner directed by Client) in its standard sales and marketing materials, including on its website and in press releases. Otherwise, neither party will issue any public notice or press release, or otherwise make use of its association with the other party or these Terms, without the prior written consent of the other party, such consent not to be unreasonably withheld.
9.11 Third Party Rights. Unless required under applicable law, a person who is not a party to an Order Form will not have any rights to enforce these Terms.
9.12 Force Majeure. Neither party will be liable for any failure or delay in its performance under these Terms (other than payment obligations) due to any cause beyond its reasonable control, including acts of God, decrees or restraints of governments, pandemic, crisis, war, act of terrorism, failure of a utility service or transport or telecommunications network, and any other cause or causes beyond its reasonable control, whether similar or dissimilar to those already specified, that could not have been avoided by the exercise of reasonable foresight provided that the party affected by such failure or delay gives the other party prompt written notice of the cause, and uses commercially reasonable efforts to correct such failure or delay within a reasonable period of time.
9.13 Article 2125. Where Client is a Québec government agent or agency requiring the governing laws to be the laws of Québec, Client expressly waives the right to unilaterally terminate this Agreement as provided for in Article 2125 of the Civil Code of Québec, and understands that it must maintain the Services throughout the Term of this Agreement. Client confirms that it has requested and received the necessary information to fully understand the consequences of this waiver.
9.14 English Language. It is the express wish of the parties that this Agreement and all related documents, including notices and other communications, be drawn up in the English language only. Il est la volonté expresse des parties que cette convention et tous les documents s’y rattachant, y compris les avis et les autres communications, soient rédigés et signés en anglais seulement.
9.15 Counterparts. These Terms (and any Order Forms) may be executed, including by way of electronic signature, in any number of counterparts, each of which when executed will constitute a duplicate original, but all the counterparts will together constitute the one agreement. Transmission of the executed signature page of a counterpart of these Terms by email (in PDF, JPEG or other agreed format) or by using a web-based e-signature platform such as Docusign or Echosign, will take effect as delivery of an executed counterpart of these Terms.
9.16 Survival. Those sections which by their nature should survive the termination or expiration of these Terms will survive termination or expiration, including Sections 2, 4, 5.3, 6, 7.3 and 9.