By using Taiv's software and/or hardware as distributed by an authorized distribution partner, you agree to the following terms and conditions ("Terms"). These Terms, together with the cover distribution partner's cover letter create a contract (the "Agreement") between you (the "Business"), the distribution partner ("Distribution Partner") and either Taiv Inc. or Taiv USA Inc. ("Taiv"). Please read the Agreement carefully. These Terms may change from time to time with or without notice. By continuing to use the software, the Business agreesto be bound by the then most current version of these Terms.
1. Each party (the “Receiving Party”) understands that the other party (the “Disclosing Party”) has disclosed or may disclose business, technical or financial information relating to the Disclosing Party’s business (hereinafter referred to as “Proprietary Information” of the Disclosing Party). Proprietary Information of Taiv includes non-public information regarding features, functionality, and performance of the Service. Proprietary Information of Business includes non-public data provided by Business to Taiv to enable the provision of the Services (“Business Data”). The Receiving Party agrees:
(i) to take reasonable precautions to protect such Proprietary Information, and
(ii) not to use (except in performance of the Services or as otherwise permitted herein) or divulge to any third person any such Proprietary Information. The Disclosing Party agrees that the foregoing shall not apply with respect to any information after five (5) years following the disclosure thereof or any information that the Receiving Party can document
(a) is or becomes generally available to the public, or
(b) was in its possession or known by it prior to receipt from the Disclosing Party, or
(c) was rightfully disclosed to it without restriction by a third party, or
(d) was independently developed without the use of any Proprietary Information of the Disclosing Party or (e) is required to be disclosed by law.
2. Taiv shall own and retain all right, title, and interest in and to
(a) the Services, all improvements, enhancements, or modifications thereto,
(b) any software, applications, inventions, or other technology developed in connection with Implementation Services or support, and
(c) all intellectual property rights related to any of the foregoing.
3. The Business will not, directly or indirectly: reverse engineer, decompile, disassemble or otherwise attempt to discover the source code, object code or underlying structure, ideas, know-how, or algorithms relevant to the Services, Hardware, software, documentation, or data related to the Services (“Software”); modify, translate, or create derivative works based on the Services or any Software (except to the extent expressly permitted by Taiv or authorized within the Services); use the Services or any Software for timesharing or service bureau purposes or otherwise for the benefit of a third; or remove any proprietary notices or labels.
1. Taiv does not warrant that the services will be uninterrupted or error-free; nor does it make any warranty as to the results that may be obtained from use of the services. The Services and Implementation Services are provided “as is” and Taiv disclaims all warranties, express or implied, including, but not limited to, implied warranties of merchantability and fitness for a particular purpose and non-infringement.
1. Notwithstanding anything to the contrary, The Business shall hold Taiv harmless from liability to third parties resulting from infringement by the Service of any United States patent or any copyright or misappropriation of any trade secrets, errors in data provided to Taiv by the Business, or from any other claims of damages.
2. The Business shall promptly notify Taiv of any and all threats, claims, and proceedings related thereto and given reasonable assistance and be given the opportunity to assume sole control over defense and settlement; Taiv will not be responsible for any settlement it does not approve in writing.
3. If, due to a claim of infringement, the Services are held by a court of competent jurisdiction to be or are believed by Taiv to be infringing, Taiv may, at its option and expense
(a) replace or modify the Service to be non-infringing provided that such modification or replacement contains substantially similar features and functionality,
(b) obtain for the Business a license to continue using the Service, or
(c) if neither of the foregoing is commercially practicable, terminate this Agreement and the Business' rights hereunder.
4. Notwithstanding anything to the contrary, except for bodily injury of a person, Taiv and its suppliers (including but not limited to all equipment and technology suppliers), officers, affiliates, representatives, contractors, and employees shall not be responsible or liable with respect to any subject matter of this agreement or terms and conditions related thereto under any contract, negligence, strict liability or other theory:
(a) for error or interruption of use or for loss or inaccuracy or corruption of data or cost of procurement of substitute goods, services or technology or loss of business;
(b) for any indirect, exemplary, incidental, special, or consequential damages;
(c) for any matter beyond Taiv’s reasonable control; or
(d) for any amounts that, together with amounts associated with all other claims, exceed the fees paid by the Business to Taiv for the services under this agreement in the 12 months prior to the act that gave rise to the liability, in each case, whether or not Taiv has been advised of the possibility of such damages.
5. Notwithstanding anything to the contrary, The Business represents, covenants, and warrants that it will use the Services only in compliance with all applicable laws and regulations. The Business hereby agrees to indemnify and hold Taiv harmless against any damages, losses, liabilities, settlements, and expenses (including without limitation costs and attorneys’ fees) in connection with any claim or action that arises from an alleged violation of the foregoing or otherwise from the Business' use of Services.
1. Both parties acknowledge that they have the authority to enter into this agreement. This Agreement serves in its entirety as the complete agreement between the Subscriber and Taiv and shall supersede any and all prior written and verbal agreements as so. This Agreement may be modified through email, provided that both parties acknowledge and agree to the changes or via a written agreement signed by both parties, except that Taiv may transfer and assign any of its rights and obligations under this Agreement without consent. Additionally, these Terms may be modified at any time without notice. It is your responsibility to ensure that you regularly review these Terms. By continuing to use Taiv's services, you agree to abide by the then current Terms, which are available at taiv.tv/btc.
2. If any provision of this Agreement is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that this Agreement will otherwise remain in full force and effect and enforceable.
3. This Agreement is not assignable, transferable, or sublicensable by the Business except with Taiv’s prior written consent. Taiv may transfer and assign any of its rights and obligations under this Agreement without consent.
4. This Agreement, consisting of these Terms and Conditions in addition to the signed cover pages, is the complete and exclusive statement of the mutual understanding of the parties and supersedes and cancels all previous written and oral agreements, communications, and other understandings relating to the subject matter of this Agreement.
5. All waivers and modifications must be in a writing signed by both parties, except for changes to these Terms and Conditions which can be changed by Taiv at any time without notice.
6. No agency, partnership, joint venture, or employment is created as a result of this Agreement and the Business does not have any authority of any kind to bind Taiv in any respect whatsoever.
7. In any action or proceeding to enforce rights under this Agreement, the prevailing party will be entitled to recover costs and attorneys’ fees.
8. All notices under this Agreement will be in writing and will be deemed to have been duly given when received if personally delivered; when receipt is electronically confirmed, if transmitted by facsimile or e-mail; the day after it is sent, if sent for next day delivery by recognized overnight delivery service; and upon receipt, if sent by certified or registered mail, return receipt requested.
9. This Agreement shall be governed by the laws of the Province of Manitoba without regard to its conflict of laws provisions.
10. All sections of this Agreement which by their nature should survive termination will survive termination, including, without limitation, accrued rights to payment, confidentiality obligations, warranty disclaimers, and limitations of liability.