Wurth ORSY Connect

Software as a Service - Terms of Use

These Software as a Service - Terms of Use (these Terms), effective as of the earlier of your registration for, or use of, the Services (as hereinafter defined) (the Effective Date), is by and between you (Customer,you and your) and Wurth Canada Limited/Wurth Canada Limitee, a corporation formed pursuant to the laws of the Province of Ontario (Wurth, us, our and we). Wurth and Customer may be referred to herein collectively as the Parties or individually as a Party.

Your use of our internet site (the Site) or any of the software subscription service offerings or other services offered on the Site including any off-line or third party components, data, lists, reports, dashboards, templates or services (collectively, the Services) is subject to these Terms. If you do not agree to these Terms, you agree not to use or access the Services and the Site. If you are agreeing to these Terms on behalf of a company or other legal entity, you represent that you have the authority to bind such entity to these Terms. Your registration for, or use of, the Services shall be deemed to be your agreement to abide by these Terms. We may modify these Terms at any time without notice to you by posting revised Terms on the Site. Your use of the Site constitutes your binding acceptance of these Terms, including any modifications that we make. You are responsible for regularly reviewing these Terms.

Definitions
1. Aggregated Statistics means data and information related to Customer’s use of the Services that is used by Wurth in an aggregate and anonymized manner, including to compile statistical and performance information related to the provision and operation of the Services.
2. Authorized User means Customer’s employees, consultants, contractors, and agents (i) who are authorized by Customer to access and use the Services under the rights granted to Customer pursuant to these Terms; and (ii) for whom access to the Services has been purchased hereunder.
3. Confidential Information has the meaning set forth in Section 6.
4. Customer Data means information, data, and other content, in any form or medium, that is submitted, posted, or otherwise transmitted by or on behalf of Customer or an Authorized User through the Services.
5. Documentation means Wurth’s user manuals, handbooks, and guides relating to the Services provided by Wurth to Customer either electronically or in hard copy form/end user documentation relating to the Services available from the main menu on the home screen once logged in to the application or from https://sissupport.wurth.ca.
6. Feedback has the meaning set forth in Section 7(c).
7. Fees has the meaning set forth in Section 5(a).
8. Initial Term has the meaning set forth in Section 11(a).
9. Law means any statute, law, ordinance, regulation, rule, code, order, constitution, treaty, common law, judgment, decree or other requirement of any federal, provincial, territorial, municipal or foreign government or political subdivision thereof, or any arbitrator, court or tribunal of competent jurisdiction, which may include without restriction, the Personal Information Protection and Electronic Documents Act (Canada), applicable to the Parties.
10. Losses has the meaning set forth in Section 9(a)(i).
11. Notice has the meaning set forth in Section 12(c).
12. Renewal Term has the meaning set forth in Section 11(a).
13. Service Suspension has the meaning set forth in Section 2(e).
14. Services means the services described in Schedule A.
15. Term has the meaning set forth in Section 11(a).
16. Third-Party Claim has the meaning set forth in Section 9(a)(i).
17. Third-Party Products means any third-party products described in Schedule A provided with or incorporated into the Services.
18. Wurth IP means the Services, the Documentation, and all registered and unregistered rights granted, applied for, or otherwise now or hereafter in existence under or related to any patent, copyright, trademark, trade secret, database protection, or other intellectual property provided to Customer or any Authorized User in connection with the foregoing. For the avoidance of doubt, Wurth IP includes Aggregated Statistics and any information, data, or other content derived from Wurth’s monitoring of Customer’s access to or use of the Services, but does not include Customer Data.
Access and Use
1. Provision of Access. Subject to and conditional on Customer’s payment of Fees and compliance with these Terms, Wurth hereby grants Customer a non-exclusive, non-transferable (except in compliance with Section 12(j)) right to access and use the Services during the Term, solely for use by Authorized Users in accordance with the terms and conditions herein. Such use is limited to Customer’s internal use. Wurth shall provide to Customer the necessary passwords and network links or connections to allow Customer to access the Services. The total number of Authorized Users will not exceed the number set forth in Schedule A, except as expressly agreed to in writing by the Parties and subject to any appropriate adjustment of the Fees payable hereunder.
2. Documentation Licence. Subject to these Terms, Wurth hereby grants to Customer a non-exclusive, non-sublicenseable, non-transferable (except in compliance with Section 12(j)) licence to use the Documentation solely for Customer’s internal business purposes in connection with its use of the Services.
3. Use Restrictions. Customer shall not use the Services for any purposes beyond the scope of the access granted by these Terms. Customer shall not at any time, directly or indirectly, and shall not permit any Authorized Users to: (i) copy, modify, or create derivative works of the Services or Documentation, in whole or in part; (ii) rent, lease, lend, sell, license, sublicense, assign, distribute, publish, transfer, or otherwise make available the Services or Documentation; (iii) reverse engineer, disassemble, decompile, decode, adapt, or otherwise attempt to derive or gain access to any software component of the Services, in whole or in part; (iv) remove any proprietary notices from the Services or Documentation; or (v) use the Services or Documentation in any manner or for any purpose that infringes, misappropriates, or otherwise violates any intellectual property right or other right of any person, or that violates any applicable Law.
4. Reservation of Rights. Wurth reserves all rights not expressly granted to Customer by these Terms. Except for the limited rights and licences expressly granted by these Terms, nothing in these Terms grants, by implication, waiver, estoppel, or otherwise, to Customer or any third party any intellectual property rights or other right, title, or interest in or to the Wurth IP.
5. Suspension. Notwithstanding anything to the contrary in these Terms, Wurth may temporarily suspend Customer’s and any Authorized User’s access to any portion or all of the Services if: (i) Wurth reasonably determines that (A) there is a threat or attack on any of the Wurth IP, (B) Customer’s or any Authorized User’s use of the Wurth IP disrupts or poses a security risk to the Wurth IP or to any other customer or vendor of Wurth, (C) Customer, or any Authorized User, is using the Wurth IP for fraudulent or illegal activities, (D) subject to applicable Law, Customer has ceased to continue its business in the ordinary course, made an assignment for the benefit of creditors or similar disposition of its assets, or become the subject of any bankruptcy, reorganization, liquidation, dissolution, or similar proceeding, or (E) Wurth’s provision of the Services to Customer or any Authorized User is prohibited by applicable Law; (ii) any vendor of Wurth has suspended or terminated Wurth’s access to or use of any third-party services or products required to enable Customer to access the Services; or (iii) in accordance with Section 5(a) (any such suspension described in subclause (i), (ii), or (iii), a ““Service Suspension”“). Wurth shall use commercially reasonable efforts to provide written notice of any Service Suspension to Customer and to provide updates regarding resumption of access to the Services following any Service Suspension. Wurth shall use commercially reasonable efforts to resume providing access to the Services as soon as reasonably possible after the event giving rise to the Service Suspension is cured. Wurth will have no liability for any damage, liabilities, losses (including any loss of data or profits), or any other consequences that Customer or any Authorized User may incur as a result of a Service Suspension.
6. Aggregated Statistics. Notwithstanding anything to the contrary in these Terms, Wurth may monitor Customer’s use of the Services and collect and compile Aggregated Statistics. As between Wurth and Customer, all right, title, and interest in Aggregated Statistics, and all intellectual property rights therein, belong to and are retained solely by Wurth. Customer acknowledges that Wurth may compile Aggregated Statistics based on Customer Data input into the Services. Customer agrees that Wurth may (i) make Aggregated Statistics publicly available in compliance with applicable Law, and (ii) use Aggregated Statistics to the extent and in the manner permitted under applicable Law.
Customer Responsibilities.
1. General. Customer is responsible and liable for all uses of the Services and Documentation resulting from access provided by Customer, directly or indirectly, whether such access or use is permitted by or in violation of these Terms. Without limiting the generality of the foregoing, Customer is responsible for all acts and omissions of Authorized Users, and any act or omission by an Authorized User that would constitute a breach of these Terms if taken by Customer will be deemed a breach of these Terms by Customer. Customer shall use all reasonable efforts to make all Authorized Users aware of these Terms as applicable to such Authorized User’s use of the Services, and shall cause Authorized Users to comply with such provisions.
2. Third-Party Products. Wurth may from time to time make Third-Party Products available to Customer. For purposes of these Terms, such Third-Party Products are subject to their own terms and conditions and the applicable flow through provisions referred to in Schedule A. If Customer does not agree to abide by the applicable terms for any such Third-Party Products, then Customer should not install or use such Third-Party Products.
Service Levels and Support.
1. Service Levels. Subject to these Terms, Wurth shall use commercially reasonable efforts to make the Services available in accordance with the service levels set out in Schedule B.
2. Support. The access rights granted hereunder entitles Customer to the support services described in Schedule B during the Term.
Fees and Payment.
1. Fees. Customer shall pay Wurth the fees (Fees) as set forth in Schedule A without off-set or deduction. Customer shall make all payments hereunder in Canadian dollars on or before the due date set forth in Schedule A. If Customer fails to make any payment when due, without limiting Wurth’s other rights and remedies: (i) Wurth may charge interest on the past due amount at the rate of two percent (2%) per annum or, if lower, the maximum amount permitted under applicable Law; (ii) Customer shall reimburse Wurth for all reasonable costs incurred by Wurth in collecting any late payments or interest, including legal fees, court costs, and collection agency fees; and (iii) if such failure continues for fifteen (15) days or more, Wurth may suspend Customer’s and its Authorized Users’ access to any portion or all of the Services until such amounts are paid in full.
2. Taxes. All Fees and other amounts payable by Customer under these Terms are exclusive of taxes and similar assessments. Customer is responsible for all harmonized sales tax (HST), provincial sales tax (PST), goods and services tax (GST), value added tax, use and excise taxes, and any other similar taxes, duties and charges of any kind imposed by any federal, provincial, territorial or local governmental entity on any amounts payable by Customer hereunder, other than any taxes imposed on Wurth’s income.
Confidential Information

From time to time during the Term, either Party may disclose or make available to the other Party information about its business affairs, products, confidential intellectual property, trade secrets, third-party confidential information, and other sensitive or proprietary information, whether orally or in written, electronic, or other form or media/in written or electronic form or media, and whether or not marked, designated or otherwise identified as ““confidential”“ (collectively, Confidential Information). Confidential Information does not include information that, at the time of disclosure is: (a) in the public domain; (b) known to the receiving Party at the time of disclosure; (c) rightfully obtained by the receiving Party on a non-confidential basis from a third party; or (d) independently developed by the receiving Party. The receiving Party shall not disclose the disclosing Party’s Confidential Information to any person or entity, except to the receiving Party’s employees who have a need to know the Confidential Information for the receiving Party to exercise its rights or perform its obligations hereunder. Notwithstanding the foregoing, each Party may disclose Confidential Information to the limited extent required (i) in order to comply with the order of a court or other governmental body, or as otherwise necessary to comply with applicable Law, provided that the Party making the disclosure pursuant to the order shall first have given written notice to the other Party and made a reasonable effort to obtain a protective order; or (ii) to establish a Party’s rights under these Terms, including to make required court filings. On the expiration or termination of these Terms, the receiving Party shall promptly return to the disclosing Party all copies, whether in written, electronic, or other form or media, of the disclosing Party’s Confidential Information, or destroy all such copies and certify in writing to the disclosing Party that such Confidential Information has been destroyed. Each Party’s obligations of non-disclosure with regard to Confidential Information are effective as of the Effective Date and will expire two (2) years from the date first disclosed to the receiving Party; provided, however, with respect to any Confidential Information that constitutes a trade secret (as determined under applicable Law), such obligations of non-disclosure will survive the termination or expiration of these Terms for as long as such Confidential Information remains subject to trade secret protection under applicable Law.

Intellectual Property Ownership; Feedback
1. Wurth IP. Customer acknowledges that, as between Customer and Wurth, Wurth owns all right, title, and interest, including all intellectual property rights, in and to the Wurth IP and, with respect to Third-Party Products, the applicable third-party providers own all right, title, and interest, including all intellectual property rights, in and to the Third-Party Products.
2. Customer Data. Wurth acknowledges that, as between Wurth and Customer, Customer owns all right, title, and interest, including all intellectual property rights, in and to the Customer Data. Customer hereby grants to Wurth a non-exclusive, royalty-free, worldwide licence to reproduce, distribute, and otherwise use and display the Customer Data and perform all acts with respect to the Customer Data as may be necessary for Wurth to provide the Services to Customer and to enhance the business relationship between Wurth and Customer and the marketing efforts made by Wurth to Customer, and a non-exclusive, perpetual, irrevocable, royalty-free, worldwide licence to reproduce, distribute, modify, and otherwise use and display Customer Data incorporated within the Aggregated Statistics.
3. Feedback. If Customer or any of its employees or contractors sends or transmits any communications or materials to Wurth by mail, email, telephone, or otherwise, suggesting or recommending changes to the Wurth IP, including without limitation, new features or functionality relating thereto, or any comments, questions, suggestions, or the like (Feedback), Wurth is free to use such Feedback irrespective of any other obligation or limitation between the Parties governing such Feedback. Customer hereby assigns to Wurth on Customer’s behalf, and on behalf of its employees, contractors and/or agents, all right, title, and interest in, and Wurth is free to use, without any attribution or compensation to any party, any ideas, know-how, concepts, techniques, or other intellectual property rights contained in the Feedback, for any purpose whatsoever, although Wurth is not required to use any Feedback.
Limited Warranty and Warranty Disclaimer
1. Wurth warrants that the Services will conform in all material respects to the service levels set forth in Schedule B when accessed and used in accordance with the Documentation. Wurth does not make any representations or guarantees regarding uptime or availability of the Services unless specifically identified in Schedule B. The remedies set forth in Schedule B are Customer’s sole remedies and Wurth’s sole liability under the limited warranty set forth in this Section 8(a). THE FOREGOING WARRANTY DOES NOT APPLY, AND WURTH STRICTLY DISCLAIMS ALL WARRANTIES, WITH RESPECT TO ANY THIRD-PARTY PRODUCTS.
2. EXCEPT FOR THE LIMITED WARRANTY SET FORTH IN SECTION 8(a), THE WURTH IP IS PROVIDED ““AS IS”“ AND WURTH HEREBY DISCLAIMS ALL WARRANTIES AND CONDITIONS, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE. WURTH SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND ALL WARRANTIES ARISING FROM COURSE OF DEALING, USAGE, OR TRADE PRACTICE. EXCEPT FOR THE LIMITED WARRANTY SET FORTH IN SECTION 8(a), WURTH MAKES NO WARRANTY OF ANY KIND THAT THE WURTH IP, OR ANY PRODUCTS OR RESULTS OF THE USE THEREOF, WILL MEET CUSTOMER’S OR ANY OTHER PERSON’S REQUIREMENTS, OPERATE WITHOUT INTERRUPTION, ACHIEVE ANY INTENDED RESULT, BE COMPATIBLE OR WORK WITH ANY SOFTWARE, SYSTEM OR OTHER SERVICES, OR BE SECURE, ACCURATE, COMPLETE, FREE OF HARMFUL CODE, OR ERROR FREE.
Indemnification
1. Wurth Indemnification.
  1. Wurth shall indemnify, defend, and hold harmless Customer from and against any and all losses, damages, liabilities, costs (including reasonable legal fees) (Losses) incurred by Customer resulting from any third-party claim, suit, action, or proceeding (Third-Party Claim) that the Services, or any use of the Services in accordance with these Terms, infringes or misappropriates such third party’s Canadian intellectual property rights/Canadian patents, trade-marks, copyrights, or trade secrets, provided that Customer promptly notifies Wurth in writing of the claim, cooperates with Wurth, and allows Wurth sole authority to control the defense and settlement of such claim.
  2. If such a claim is made or appears possible, Customer agrees to permit Wurth, at Wurth’s sole discretion, to (A) modify or replace the Services, or component or part thereof, to make it non-infringing, or (B) obtain the right for Customer to continue use. If Wurth determines that neither alternative is reasonably available, Wurth may terminate these Terms, in their entirety or with respect to the affected component or part, effective immediately on written notice to Customer.
  3. This Section 9(a) will not apply to the extent that the alleged infringement arises from: (A) use of the Services in combination with data, software, hardware, equipment, or technology not provided by Wurth or authorized by Wurth in writing; (B) modifications to the Services not made by Wurth; (C) Customer Data; or (D) Third-Party Products.
2. Customer Indemnification. Customer shall indemnify, hold harmless, and, at Wurth’s option, defend Wurth from and against any Losses resulting from any Third-Party Claim that the Customer Data, or any use of the Customer Data in accordance with these Terms, infringes or misappropriates such Third Party’s intellectual property rights and any Third-Party Claims based on Customer’s or any Authorized User’s (i) negligence or wilful misconduct; (ii) use of the Services in a manner not authorized by these Terms ; (iii) use of the Services in combination with data, software, hardware, equipment or technology not provided by Wurth or authorized by Wurth in writing; or (iv) modifications to the Services not made by Wurth, provided that Customer may not settle any Third-Party Claim against Wurth unless Wurth consents to such settlement, and further provided that Wurth will have the right, at its option, to defend itself against any such Third-Party Claim or to participate in the defence thereof by counsel of its own choice.
3. Sole Remedy. THIS SECTION 9 SETS FORTH CUSTOMER’S SOLE REMEDIES AND WURTH’S SOLE LIABILITY AND OBLIGATION FOR ANY ACTUAL, THREATENED, OR ALLEGED CLAIMS THAT THE SERVICES INFRINGE, MISAPPROPRIATE, OR OTHERWISE VIOLATE ANY INTELLECTUAL PROPERTY RIGHTS OF ANY THIRD PARTY. IN NO EVENT WILL WURTH’S LIABILITY UNDER THIS SECTION 9 EXCEED THE TOTAL AMOUNTS PAID AND AMOUNTS ACCRUED BUT NOT YET PAID TO WURTH FOR THE SERVICES DURING THE TWELVE (12) MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO THE CLAIM.
Limitations of Liability
IN NO EVENT WILL WURTH BE LIABLE UNDER OR IN CONNECTION WITH the services UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, AND OTHERWISE, FOR ANY: (a) CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, AGGRAVATED, OR PUNITIVE DAMAGES; (b) INCREASED COSTS, DIMINUTION IN VALUE OR LOST BUSINESS, PRODUCTION, REVENUES, OR PROFITS; (c) LOSS OF GOODWILL OR REPUTATION; (d) USE, INABILITY TO USE, LOSS, INTERRUPTION, DELAY OR RECOVERY OF ANY DATA, OR BREACH OF DATA OR SYSTEM SECURITY; OR (e) COST OF REPLACEMENT GOODS OR SERVICES, IN EACH CASE REGARDLESS OF WHETHER WURTH WAS ADVISED OF THE POSSIBILITY OF SUCH LOSSES OR DAMAGES OR SUCH LOSSES OR DAMAGES WERE OTHERWISE FORESEEABLE. IN NO EVENT WILL WURTH’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO the services UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, AND OTHERWISE EXCEED THE TOTAL AMOUNTS PAID AND AMOUNTS ACCRUED BUT NOT YET PAID TO WURTH FOR THE SERVICES DURING THE TWELVE (12) MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO THE CLAIM.
Term and Termination
1. Term. The provision of Services begins on the Effective Date and shall continue until terminated pursuant to the express provisions set out herein.
2. Termination. In addition to any other express termination right set forth in these Terms:
  1. Wurth may terminate the Services, effective on written notice to Customer, if Customer: (A) fails to pay any amount when due hereunder, and such failure continues more than fifteen (15) days after Wurth’s delivery of written notice thereof; or (B) breaches any of its obligations under Section 2(c) or Section 6;
  2. Either Party may terminate the Services, effective on sixty (60) days’ written notice to the other Party, provided that Customer must pay the balance of all Fees owed or owing up until the date that such notice is given by either Party;
  3. Either Party may terminate the Services, effective immediately upon written notice to the other Party, if the other Party materially breaches these Terms, and such breach: (A) is incapable of cure; or (B) being capable of cure, remains uncured fifteen (15) days after the non-breaching Party provides the breaching Party with written notice of such breach; or
  4. either Party may terminate the Services, effective immediately upon written notice to the other Party, if the other Party: (A) becomes insolvent or is generally unable to pay, or fails to pay, its debts as they become due; (B) files or has filed against it, a petition for voluntary or involuntary bankruptcy or otherwise becomes subject, voluntarily or involuntarily, to any proceeding under any domestic or foreign bankruptcy or insolvency law; (C) makes or seeks to make a general assignment for the benefit of its creditors; or (D) applies for or has appointed a receiver, trustee, custodian, or similar agent appointed by order of any court of competent jurisdiction to take charge of or sell any material portion of its property or business.
3. Effect of Expiration or Termination. Upon expiration or earlier termination of the Services, Customer shall immediately discontinue use of the Wurth IP and, without limiting Customer’s obligations under Section 6, Customer shall delete, destroy, or return all copies of the Wurth IP and certify in writing to Wurth that the Wurth IP has been deleted or destroyed. No expiration or termination will affect Customer’s obligation to pay all Fees that may have become due before such expiration or termination, or entitle Customer to any refund.
4. Survival. This Section 11(d) and Section 1, 5, 6, 7, 8(b), 9, 10, and 12 shall survive any termination or expiration of the Services. No other provisions of these Terms survive the expiration or earlier termination of the Services.
Miscellaneous
1. Entire Agreement. These Terms, together with any other documents incorporated herein by reference and all related Schedules, constitutes the sole and entire agreement of the Parties with respect to the subject matter of these Terms and supersedes all prior and contemporaneous understandings, agreements, and representations and warranties, both written and oral, with respect to such subject matter.
2. Order of Precedence. In the event of any inconsistency between the statements made in the body of these Terms, the related Schedules, and any other documents incorporated herein by reference, the following order of precedence governs: (i) first, these Terms, excluding its Schedules; (ii) second, the Schedules to these Terms as of the Effective Date; and (iii) third, any other documents incorporated herein by reference.
3. Notices. All notices, requests, consents, claims, demands, waivers, and other communications hereunder (each, a Notice) must be in writing and addressed to the Parties at the addresses set forth on the first page of these Terms (or to such other address that may be designated by the Party giving Notice from time to time in accordance with this Section). Notices sent in accordance with this Section will be deemed effectively given: (a) when received, if delivered by hand, with signed confirmation of receipt; (b) when received, if sent by a nationally recognized overnight courier, signature required; (c) when sent, if by facsimile or email (in each case, with confirmation of transmission) if sent during the addressee’s normal business hours, and on the next business day if sent after the addressee’s normal business hours; and (d) on the fifth (5th) day after the date mailed by certified or registered mail by the Canada Post Corporation, return receipt requested, postage prepaid.
4. Force Majeure. In no event shall Wurth be liable to Customer, or be deemed to have breached these Terms, for any failure or delay in performing its obligations under these Terms, if and to the extent such failure or delay is caused by any circumstances beyond Wurth’s reasonable control, including but not limited to acts of God, flood, fire, earthquake, explosion, war, terrorism, invasion, riot or other civil unrest, strikes, labour stoppages or slowdowns or other industrial disturbances, or passage of law or any action taken by a governmental or public authority, including imposing an embargo.
5. Amendments and Modifications. No amendment to or modification of these Terms is effective unless it is in writing and signed by an authorized representative of each Party.
6. Waiver. No waiver by any Party of any of the provisions hereof will be effective unless explicitly set forth in writing and signed by the Party so waiving. Except as otherwise set forth in these Terms, (i) no failure to exercise, or delay in exercising, any rights, remedy, power, or privilege arising from these Terms will operate or be construed as a waiver thereof, and (ii) no single or partial exercise of any right, remedy, power, or privilege hereunder will preclude any other or further exercise thereof or the exercise of any other right, remedy, power, or privilege.
7. Severability. If any provision of these Terms is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability will not affect any other term or provision of these Terms or invalidate or render unenforceable such term or provision in any other jurisdiction.
8. Governing Law. These Terms and all related documents including all schedules attached hereto, and all matters arising out of or relating to these Terms, whether sounding in contract, tort, or statute, are governed by, and construed in accordance with, the laws of the Province of Ontario and the federal laws of Canada applicable therein, without giving effect to any choice or conflict of law provision or rule whether of the Province of Ontario or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than those of the Province of Ontario.
9. Choice of Forum. Any legal suit, action, litigation, or proceeding of any kind whatsoever in any way arising out of, from or relating to these Terms, including all statements of work, schedules, attachments, and appendices attached to these Terms, the services provided hereunder, and all contemplated transactions, shall be instituted in the courts of the Province of Ontario, and each Party irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action, litigation or proceeding. Service of process, summons, notice, or other document by mail to such Party’s address set forth herein shall be effective service of process for any suit, action, litigation or other proceeding brought in any such court. Each Party agrees that a final judgment in any such suit, action, litigation, or proceeding is conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. The Parties irrevocably and unconditionally waive any objection to the venue of any action or proceeding in such courts and irrevocably waive and agree not to plead or claim in any such court that any such action or proceeding brought in any such court has been brought in an inconvenient forum. The Parties expressly disclaim the application of the United Nations Convention on Contracts for the International Sale of Goods and all implementing legislation thereunder.
10. Assignment. Customer may not assign any of its rights or delegate any of its obligations hereunder, in each case whether voluntarily, involuntarily, by operation of law or otherwise, without the prior written consent of Wurth, which consent shall not be unreasonably withheld, conditioned, or delayed. Any purported assignment or delegation in violation of this Section will be null and void. No assignment or delegation will relieve the assigning or delegating Party of any of its obligations hereunder. These Terms are binding upon and enure to the benefit of the Parties and their respective permitted successors and assigns.
11. Equitable Relief. Each Party acknowledges and agrees that a breach or threatened breach by such Party of any of its obligations under Section 6 or, in the case of Customer, Section 2(c), would cause the other Party irreparable harm for which monetary damages would not be an adequate remedy and agrees that, in the event of such breach or threatened breach, the other Party will be entitled to equitable relief, including a restraining order, an injunction, specific performance and any other relief that may be available from any court, without any requirement to post a bond or other security, or to prove actual damages or that monetary damages are not an adequate remedy. Such remedies are not exclusive and are in addition to all other remedies that may be available at law, in equity or otherwise.

Schedule A

Capitalized terms used but not defined in this Schedule A have the meaning given to those terms in the Terms.

DESCRIPTION OF SERVICES: Wurth shall make available its web based Supplemental Invoicing System application along with the corresponding iOS and Android mobile applications (collectively, the ““ORSY connect”“) for the sole use by Customers or potential Customers.
1. FEES: The use of ORSY connect shall be provided to Customers, at no cost, for the one (1) year period following the date that such Customer is registered for ORSY connect (the ““Anniversary Date”“). On or before the Anniversary Date and on or before all subsequent anniversary dates of the Anniversary Date, an analysis of the respective Customers’ purchasing volume will be conducted by Wurth. Qualifying Customers, at the sole discretion of Wurth, shall continue to receive the use of ORSY connect, at no cost, for an additional twelve (12) month period. Non-qualifying Customers, at the sole discretion of Wurth, will be required to pay an annual fee of $900.00 CAD if they choose to continue to use ORSY connect. To qualify for free use of ORSY connect, a Customers’ purchasing volume for the twelve (12) months preceding an anniversary date must be at least $1,200.00 CAD.
2. AUTHORIZED USERS: Authorized users includes all shop employees of a Customer who will have access to ORSY connect and who are engaged in the day-to-day business use of, or administrative roles, in respect of ORSY connect.
3. THIRD-PARTY PRODUCTS: From time to time as market needs develop and change, Wurth may make available tools for third party products to integrate into ORSY connect thereby providing additional functionality or ease of use.

Schedule B

SERVICE LEVELS AND SUPPORT

SERVICE LEVEL: Wurth shall make reasonable efforts to ensure that the Services are available to Customers at all times.
SUPPORT: Will be available through the Wurth Canada Support Portal https://HelpDesk.wurth.ca or via email at HelpDesk@wurth.ca