LICENSE AGREEMENT (CANADA)
This License Agreement (“Agreement”), is by and between Eldor-Wal Technologies Inc., an Alberta corporation having its principal place of business at Edmonton, Alberta (“EWT”), and the user using the Platform, defined below (“Licensee”).
By clicking "I Agree," indicating acceptance electronically, installing, accessing or using the Platform and the Documentation, Licensee hereby agrees to these terms. If Licensee does not agree to this Agreement, then Licensee may not use the Platform and the Documentation.
RECITALS:
A. EWT is the exclusive owner of all rights relating to the platform known as “Resolve” including updates and new features that may be made available from time to time (the “Platform”) and the Documentation, defined below, including all Intellectual Property Rights, defined below, therein. The Platform provides real estate conveyancing services, search and registration services, and court agent services (collectively, the “Services”).
B. Licensee desires to use the Platform via a software application accessible through a device owned or controlled by Licensee and wishes to purchase a license to use the Platform and the Documentation for its own use and in accordance with the terms and conditions contemplated in this Agreement and not for resale or distribution.
C. EWT is willing to provide Licensee with the right to use the Platform and the Documentation in accordance with the terms and conditions contemplated in this Agreement.
NOW THEREFORE, in consideration of the mutual promises and covenants set forth in this Agreement, and for other good and valuable consideration, the sufficiency of which is hereby acknowledged, the parties hereby agree as follows:
(a) “Confidential Information” means non-public, proprietary, confidential information of the other party, including, but not limited to, trade secrets, technology, computer programs and code, scripts, algorithms, features and modes of operation, inventions (whether or not patentable), techniques, processes, methodologies, schematics, testing procedures, software design and architecture, design and function specifications, analysis and performance information, documentation, details of its products and services, price lists or pricing structures, as well as information relating to know-how, ideas, and technical, business, pricing information, financial and marketing information and strategies and any other information that the recipient reasonably should know is confidential. For greater certainty, the following shall be deemed to be EWT’s Confidential Information: (a) the Platform; (b) the Documentation; (c) the Feedback, defined below; and (d) the existence and terms and conditions of this Agreement. “Confidential Information” shall not include any information that: (a) is in or enters the public domain, through no fault of the recipient; (b) was in the recipient’s possession free of any obligation of confidence imposed on the recipient prior to receiving it from the recipient; (c) is provided by a third party, entitled to do so, without any obligation of confidentiality; or (d) was independently developed by the recipient without the use of the Confidential Information.
(b) “Derivatives” means intellectual property made, invented, created, obtained, conceived of, reduced to practice, fixed in a tangible medium of expression that embody, incorporate any substantial part of, or are material enhancements or improvements to the Platform or the Documentation.
(c) “Documentation” means any and all documentation, content, materials, precedents, forms, information and data entered available through the Platform, including without limitation, EWT’s legal precedents (including without limitation any checklists or other documents relating to the purchase, sale and/or refinancing of real estate), and any instruction or user manuals or files regarding the use and operation of the Platform, but excluding any documentation uploaded or otherwise provided by Licensee or any governmental authority.
(d) “Platform” has the meaning given to this term in Recital A above.
(a) As long as Licensee meets any applicable payment obligations and complies with this Agreement and EWT’s Terms and Conditions of Use (available at https://www.eldorwal.com/terms-legal/), EWT hereby grants to Licensee a personal, non-exclusive, non-transferable, non-assignable, non-sublicensable, revocable, limited license during the term of this Agreement (the “License”) to use the Platform and the Documentation for the Purpose. The Platform and the Documentation will provide Licensee with the Services (the “Purpose”). Licensee does not have any license to the Platform or the Documentation other than that which is expressly provided to Licensee in this Agreement.
(b) The Platform and the Documentation have been developed by EWT and contain Confidential Information and certain proprietary information, including but not limited to techniques and processes that are protected under copyright, trade secret and other intellectual property laws. Except as otherwise specifically permitted in this Agreement, Licensee may not: (a) modify or create any Derivatives of the Platform or the Documentation, including translation or localization; (b) copy or otherwise reproduce the Platform, the Documentation, or any aspect thereof, except as provided in this Agreement or elsewhere, in writing, by EWT (and for clarity, Licensee may copy any public-facing documentation provided by any governmental authority and accessed by the Platform, including by taking screen shots or screen prints, and may disclose such information to its client(s) or legal professional(s)); (c) reverse engineer, decompile, modify, translate, reverse-compile, disassemble, reverse assemble, create Derivatives, or otherwise attempt to derive the source code for the Platform, the Documentation, or any parts thereof (except to the extent applicable laws specifically prohibit such restriction); (d) transfer the Platform, the Documentation, or any parts thereof under any circumstances; (e) remove or alter any trademark, logo, copyright or other proprietary notices, legends, symbols, labels, notices, warnings, or disclaimers in or from the Platform or the Documentation; (f) loan, rent, lease, give, sell, license, sublicense, assign, or otherwise transfer the Platform or the Documentation, in whole or in part, to any other person, or grant or otherwise transfer or attempt to transfer any rights in, under or to the Platform or the Documentation except as expressly permitted herein or elsewhere on the Platform; (g) use or permit the use of the Platform or the Documentation to operate a service bureau; or (h) use or permit the use of the Platform or the Documentation for any purpose other than the Purpose.
(c) Failure to comply with any of the restrictions herein will result in automatic termination of this Agreement and the license granted hereby, and will make available to EWT certain remedies at law, or in equity, under this Agreement. Licensee acknowledges that such failure to comply may cause irreparable injury to EWT for which EWT would be entitled to seek injunctive relief.
(a) The Platform and the Documentation are hosted or otherwise provided by EWT or its third party service provider(s). Licensee may access and use the Platform and the Documentation over the Internet from any connected mobile device. Licensee assumes full responsibility for the results of use of the Platform and the Documentation.
(b) Licensee is responsible for maintaining a copy of any of his, her or its information provided by or used by the Platform, whether by backup or otherwise, and represents and warrants that any information that Licensee inputs or otherwise provides to EWT or the Platform shall be legal and accurate.
(c) In using the Platform, Licensee will:
(i) be responsible for its compliance with this Agreement and EWT’s Terms and Conditions of Use;
(ii) use commercially reasonable efforts to prevent unauthorized access to or use of the Platform, and notify EWT promptly of any such unauthorized access or use, and accordingly, Licensee shall not upload, store, share, display, post, e-mail, transmit or otherwise make available any material that infringes any copyright, patent, trademark, trade secret or other proprietary rights of any person or entity;
(iii) use the Platform only in accordance with all applicable laws and regulations, including all applicable local, provincial, federal and foreign laws, treaties and regulations as well as orders of courts or laws, regulations, by-laws or ordinances of applicable governmental regulatory bodies or agencies (collectively, “Applicable Laws”);
(iv) not engage in any activity that is suspicious, illegal, harmful, disruptive, irregular, or unusual and/or which may jeopardize EWT’s status as a registry agent with the Government of Alberta;
(v) immediately notify EWT any time Licensee becomes aware of any violation, by any person, of this Agreement and provide EWT with assistance, as requested, to stop or remedy such violation;
(vi) cooperate fully with investigations of violations of systems or network security at the Platform, including without limitation cooperating with law enforcement authorities in investigating suspected criminal violations, and shall concurrently notify EWT of the request to participate in the investigation and provide relevant details in respect of same; and
(vii) not take specific actions related to the Platform to bypass, disable or otherwise interfere with any security-related features of the Platform or features that prevent or restrict use or copying of any Platform content or enforce limitations on use of the Platform or the Platform content.
(d) Certain features of the Platform may be performed, in whole or in part, via automated processes, including without limitation, the retrieval and processing of searches (such as NUANS) and other registry or governmental queries. Licensee acknowledges and consents to the use of such automated processes in connection with the Platform.
(e) EWT may use artificial intelligence and machine learning technologies and/or tools, including third party AI systems, to provide the Services, including to process, review, analyze, extract, parse, categorize, compare, interpret, summarize, synthesize, annotate, transform, convert, and/or aggregate documents and information uploaded or otherwise provided through the Platform. Licensee acknowledges and consents to such use. Licensee acknowledges that such technologies may produce errors or inaccuracies. EWT makes no representation or warranty regarding the accuracy, completeness, or reliability of any information processed or generated by such technologies, and Licensee agrees that the disclaimers and limitations of liability set forth in this Agreement apply to all such information.
(a) EWT Data— The Platform is not open source, and does not contain open source software; it is commercial software. Title, rights, interest and ownership in, of and to the Platform, including any and all past, present and future versions of the Platform and the Documentation associated with the Platform, any and all parts of the programming contained therein, and all copies thereof, including Intellectual Property Rights therein, are owned by and shall remain with EWT. The Platform and the Documentation are copyrighted and are protected by international copyright laws and treaty provisions and trade secrets. Licensee agrees to prevent any unauthorized copying of the Platform and the Documentation. Except as expressly provided herein, EWT does not grant any express or implied right to Licensee under EWT’s copyrights, trademarks, trade secrets, or other Intellectual Property Rights.
(b) Licensee Feedback—From time to time during the term of this Agreement, Licensee may provide EWT with comments, suggestions, ideas and impressions of the Platform, its functionality or its design, including but not limited to all test results, operating results, information on the use of the Platform, and any errors, bugs or issues, and any other feedback related to the use of the Platform (collectively, “Feedback”). Licensee acknowledges and agrees that, by disclosing such Feedback to EWT, it will be deemed to have assigned same to EWT and waived any moral rights in or to same.
(c) Licensee Data—EWT does not claim ownership of, and assumes no responsibility with respect to, any documentation, content, materials, precedents, forms, information and data entered or inputted into the Platform by or on behalf of Licensee (collectively, “Licensee Data”). All right, title and interest (including Intellectual Property Rights) in and to Licensee Data will at all times be fully vested in Licensee. Licensee represents and warrants that the Licensee Data: (i) is original and not copied from any source, (ii) does not infringe upon or violate the rights of any third party, (iii) is accurate and does not breach the terms of this Agreement, and (iv) to the best of its knowledge, does not contain any software viruses or any other computer code, files, or programs that are designed or intended to disrupt, damage, or limit the functioning of any software, hardware, or telecommunications equipment or to damage or obtain unauthorized access to any data or other information of any third party. Licensee hereby grants to EWT a personal, non-exclusive, royalty-free and non-transferable license during the term of this Agreement to use Licensee Data on the Platform as reasonably required for the Purpose, , including through the use of artificial intelligence and machine learning technologies, and, on a non-personally identifiable basis, perpetually for performing data analytics, for research and analysis purposes to develop and improve its goods and services, and for marketing of its goods and services.
(d) Privacy—Licensee acknowledges and agrees that Licensee Data may contain personal information protected by Applicable Laws (e.g., the Personal Information Protection Act (Alberta) (PIPA) and the Protection of Personal Information and Electronic Documents Act (PIPEDA) (collectively, “Privacy Laws”)), and, in connection therewith:
(i) Licensee (and EWT, to the extent that any of Licensee Data is provided to EWT) will adhere to all Applicable Laws, including Privacy Laws, with respect to the collection, use or disclosure of such personal information as it is contained in Licensee Data;
(ii) Licensee will provide adequate protection of all individual’s rights under Privacy Laws and will be responsible for obtaining and managing consent from individuals whose personal information may be included in the Licensee Data;
(iii) By Licensee’s acceptance of the terms of this Agreement and/or use of the Platform, Licensee authorizes the collection, use, and disclosure of the personal information collected by EWT for the Purpose;
(iv) Licensee acknowledges and agrees that Licensee’s use of the Platform may utilize, in whole or in part, the public Internet and third party networks to transmit communications, which transmissions may be intercepted by other parties or stored, cached, routed, transmitted or received in jurisdictions outside of Canada, and therefore subject to the laws of those jurisdictions; and
(v) EWT will ensure that any personal information it accesses or receives in connection with the Platform, or the Licensee Data, will be handled in accordance with its Privacy Policy (available at https://www.eldorwal.com/terms-legal/).
Except as provided in subsection 2(a), no license or other rights are granted to Licensee, and EWT hereby reserves all rights not expressly granted.
EWT owns all right, title and interest in the Platform, including but not limited to all improvements, enhancements and modifications to the Platform, and all derivatives, derivative works and anything that incorporates any technology in and to the Platform (collectively “Improvements”), and all Intellectual Property Rights therein. The structure, organization and code of the Platform are the valuable trade secrets and Confidential Information of EWT. EWT shall own all right, title and interest in the Feedback, including but not limited to all Intellectual Property Rights therein. Licensee hereby transfers and assigns to EWT all right, title and interest in and to the Feedback and Improvements, including all Intellectual Property Rights therein. To the extent that moral rights cannot be assigned, Licensee waives such moral rights in and to the Feedback and Improvements. Licensee acknowledges and agrees that nothing in this Agreement constitutes a sale of the Platform to Licensee, and further that this Agreement does not convey to Licensee or any other third party, any ownership right, interest or title in or to the Platform, or to any Intellectual Property Rights therein, other than those expressly set out in this Agreement. In this Agreement, “Intellectual Property Rights” means any and all (i) proprietary rights provided under patent law, copyright law, trademark law, design patent or industrial design law, semi-conductor chip or mask work law, or any other applicable statutory provision or otherwise arising at law or in equity anywhere in the world, including, without limitation, trade secret law, that may provide a right in works, software, source code, object code, marks, ideas, formulae, algorithms, concepts, methodologies, techniques, inventions, or know-how, or the expression or use thereof, (ii) applications, registrations, licenses, sublicenses, agreements, or any other evidence of a right in any of the foregoing, and (iii) past, present, and future causes of action, rights of recovery, and claims for damage, accounting for profits, royalties, or other relief relating, referring, or pertaining to any of the foregoing.
This Agreement, and the License granted under this Agreement, may be terminated or suspended by EWT immediately and without notice if Licensee fails to comply with any terms of this Agreement or EWT’s Terms and Conditions of Use. Licensee may terminate this Agreement at any time by permanently ceasing to access and use the Platform and the Documentation. Upon any termination of this Agreement, Licensee must immediately cease using the Platform. Any termination of this Agreement shall not affect EWT’s rights hereunder, and except as may be required by applicable law, EWT is not responsible for removing any of Licensee’s information (which does not include personal information) from its database or records or from the records of any third party to which Licensee may have disclosed such information.
For a period of two (2) years from the transaction date (being the date of first invoice, or, if not applicable, then the date of file creation), Licensee will have access to its applicable file on the Platform. After two (2) years, such file (including all searches) will be archived for an additional five (5) years, for a total retention period of seven (7) years. Upon archival, all generated documents and any documents uploaded by Licensee in relation to the applicable file will be deleted from the Platform. During the archival period, file data (excluding such generated and uploaded documents) will be retained and may be retrieved upon request by contacting EWT. EWT shall be entitled to destroy file data at the end of the archival period. EWT shall use commercially reasonable efforts to notify the Licensee in advance of the destruction of such information.
(a) THE PLATFORM IS PROVIDED TO LICENSEE “AS IS” AND ANY EXERCISE OF RIGHTS WITH RESPECT TO OR THE USE OF THE PLATFORM BY LICENSEE IS AT LICENSEE’S OWN RISK. EXCEPT WHERE EXPRESSLY STATED IN THIS AGREEMENT, EWT HEREBY DISCLAIMS ALL WARRANTIES AND CONDITIONS, REPRESENTATIONS AND CONDITIONS, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTIES, REPRESENTATIONS OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE OR NON-INFRINGEMENT. LICENSEE ACKNOWLEDGES THAT THE PLATFORM AND THE DOCUMENTATION ARE NOT SUBSTITUTES FOR LEGAL ADVICE, AND INFORMATION FROM THE PLATFORM OR THE DOCUMENTATION IS NOT INTENDED TO PROVIDE LEGAL ADVICE. LICENSEE IS ENCOURAGED TO SEEK LEGAL ADVICE WITH RESPECT TO ANY INFORMATION PROVIDED ON OR THROUGH THE PLATFORM OR THE DOCUMENTATION.
(b) LICENSEE ACKNOWLEDGES AND AGREES THAT, FOR CONVENIENCE OF THE USER ONLY, THE PLATFORM ACCESSES AND INCORPORATES CERTAIN THIRD PARTY, PUBLICLY AVAILABLE INFORMATION IN CERTAIN FIELDS. FOR EXAMPLE, THE PLATFORM MAY ACCESS THE LAW SOCIETY’S LAWYER ROSTER, AND THE CONTACT INFORMATION FOR THOSE LAWYERS. EWT DOES NOT INDEPENDENTLY VERIFY THE ACCURACY OR CURRENCY OF SUCH PUBLICLY AVAILABLE INFORMATION, AND AS SUCH IS NOT, IN ANY WAY A GUARANTOR OF SUCH INFORMATION. THE ONUS REMAINS ON THE LICENSEE TO VERIFY THE ACCURACY OF SUCH THIRD PARTY PUBLIC INFORMATION THAT IS USED, RELIED UPON OR INCORPORATED IN THE WORK PRODUCT GENERATED THROUGH THE USE OF THE PLATFORM. THE THIRD PARTY, PUBLICLY AVAILABLE INFORMATION INCLUDES, BUT IS NOT LIMITED TO SOLICITOR NAMES, CONTACT INFORMATION, MUNICIPALITY INFORMATION, BANKING LOCATIONS, DOCUMENTS, FORMS ETC. EWT DISCLAIMS ANY AND ALL LIABILITY ASSOCIATED WITH THE ACCURACY OR CURRENCY OF ANY AND ALL THIRD PARTY, PUBLICLY AVAILABLE INFORMATION THAT MAY BE INCORPORATED INTO THE PLATFORM. FOR CLARITY, SUCH PUBLICLY AVAILABLE INFORMATION MAY BE ACCESSED, EXTRACTED, OR PROCESSED USING ARTIFICIAL INTELLIGENCE OR AUTOMATED TECHNOLOGIES, AND EWT DISCLAIMS ANY AND ALL LIABILITY ASSOCIATED WITH THE ACCURACY OR COMPLETENESS OF INFORMATION PROCESSED BY SUCH TECHNOLOGIES.
(c) EWT is not responsible for problems caused by changes in the operating characteristics of the hardware or operating system software of the mobile device that Licensee is using to access the Platform or the Documentation, nor for any problems in the interaction of the Platform or the Documentation with non-EWT software. Licensee shall bear sole responsibility for the proper use and operations, privacy protections, condition, maintenance and routine servicing, of such equipment.
(d) IN NO EVENT SHALL EWT BE LIABLE FOR ANY CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, OR INDIRECT DAMAGES, OR ECONOMIC LOSS, INCLUDING BUT NOT LIMITED TO LOST PROFITS, IN CONNECTION WITH THE USE OF THE PLATFORM OR THIS AGREEMENT BY LICENSEE, EVEN IF LICENSEE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL EWT’S LIABILITY IN CONNECTION WITH THE PLATFORM OR THIS AGREEMENT EXCEED THE AMOUNTS RECEIVED FROM LICENSEE FOR THE PLATFORM AND THE DOCUMENTATION, IF ANY.
(a) Licensee agrees to indemnify and hold EWT harmless from any claim, loss or liability arising out of Licensee’s use of the Platform (and the results obtained from such use) and the Documentation, except to the extent caused by EWT’s gross negligence or willful misconduct. Licensee further agrees to notify EWT of any third party claim, demand or loss relating to Licensee’s usage and operations of the Platform and the Documentation, whether or not such claim, demand or loss is attributed to EWT’s conduct, Licensee’s conduct, or third party conduct. Licensee shall notify EWT immediately upon gaining knowledge of such claim, demand or loss.
(b) EWT agrees to indemnify and hold Licensee harmless for any claim, loss or liability arising out of: (i) EWT’s gross negligence or willful misconduct as it pertains to this Agreement and Licensee’s use of the Platform and the Documentation; and/or (ii) the infringement of a Canadian copyright or misappropriation of a trade secret through Licensee’s use of the Platform and the Documentation in accordance with this Agreement.
(c) For clarity, EWT will have no obligation to defend and indemnify Licensee to the extent that any claim is based upon: (i) use of the Platform or the Documentation in a way not contemplated by this Agreement; (ii) modifications to the Platform or the Documentation made by Licensee that were not approved in writing by EWT; (iii) the combination of the use of the Platform or the Documentation with software, other technology or materials not approved by EWT in writing; or (iv) any changes to the Platform or the Documentation performed to Licensee’s specifications.
Each party understands and agrees that, in connection with this Agreement, a party may have had or gain access to or may have been or be exposed to, directly or indirectly, Confidential Information of the other party. The recipient of such Confidential Information agrees to hold and treat all Confidential Information of the discloser in confidence and shall use at least reasonable care (but in no event less than the same degree of care as the recipient uses to protect its own Confidential Information of a similar nature) to prevent disclosure of Confidential Information. Each party may disclose Confidential Information of the other party, without such party’s prior written consent, to third parties with a legitimate need to know who are bound by similar written confidentiality obligations. If Confidential Information is required to be disclosed pursuant to Applicable Law, the recipient must provide prompt advance notice thereof, to the extent legally permissible, to enable the discloser to seek a protective order or otherwise prevent such disclosure. The recipient shall not use the discloser’s Confidential Information for purposes other than to carry out its obligations under this Agreement. Each party acknowledges that unauthorized disclosure of the other party’s Confidential Information may cause irreparable harm to the other party and would entitle the other party to seek injunctive relief upon disclosure or threatened disclosure, in addition to any other remedies at law to which the party may be entitled.
(a) Assignment— This Agreement, and any rights and licenses granted hereunder (including the License) shall not be assigned by Licensee without the prior written approval of EWT but may be assigned by EWT without Licensee’s consent.
(b) Entire Agreement— This Agreement is the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior representations, agreements, statements and understandings, whether verbal or in writing, without affecting the validity or enforceability of any separate agreement in writing between Licensee and EWT. Except as otherwise agreed in writing, neither party has relied on any representations or warranties that are not made in this Agreement.
(c) Force Majeure— Licensee understands and acknowledges that certain events are beyond EWT’s reasonable control. Such events are considered force majeure events and may include, fire, flood, power outages, negligence by third parties, pandemics, strikes, acts of social activism, and other events beyond EWT’s reasonable control not caused by EWT and that could not have been prevented, avoided or removed by reasonable measures to protect against events or circumstances of the same type, including the development and execution of a reasonable business continuity plan in light of the industry in which EWT operates and cannot reasonably be circumvented, which may result in the inability of Licensee to use the Platform and the Documentation. When affected by such an event of force majeure, EWT shall take all commercially reasonable steps to mitigate the impact of the event and resume compliance with this Agreement to the extent possible without delay, and shall immediately notify Licensee of the occurrence of such event, its effect on performance, and how long EWT expects it to last and expected timeline to resume services. EWT will update such information as reasonably necessary. Either party may terminate this Agreement if an event of force majeure has not ceased or been rectified within sixty (60) days of its occurrence.
(d) Non-Waiver— None of the provisions of this Agreement shall be deemed to have been waived by any act or acquiescence on the part of EWT, and such waiver may only be effected by an instrument in writing signed by an authorized officer of EWT. No waiver of any provision of this Agreement shall constitute a waiver of any other provisions or of the same provision on another occasion.
(e) Notices— Any notice, consent, waiver, approval, authorization or other communication to be delivered in connection with this Agreement must be in writing.
(f) Jurisdiction and Governing Law— This Agreement shall be construed and governed by the laws of the Province of Alberta and the laws of Canada applicable therein without reference to its conflicts of law principles. Subject to Section 11(g), the parties agree to submit to the exclusive jurisdiction of the courts of the Province of Alberta.
(g) Dispute Resolution— The parties agree to endeavour to resolve any dispute, claim or controversy arising out of or relating to this Agreement, or the Platform or the Documentation, by negotiations; however, if a dispute is not resolved by negotiation within twenty (20) days of commencing negotiations, the dispute shall be submitted to arbitration by a single arbitrator who is acceptable to both Licensee and EWT and whose expenses will be shared equally by Licensee and EWT. If the parties cannot agree on an arbitrator, the ADR Institute of Canada will appoint an arbitrator. The determination of the arbitrator will be conclusive, final and binding on Licensee and EWT. The Arbitration Act (Alberta) or successor legislation will apply to the arbitration. Notwithstanding the foregoing, each party shall retain the right to seek injunctive or other equitable relief in a court of competent jurisdiction to prevent the actual or threatened infringement, passing off, misappropriation or violation of a party's copyrights, trademarks, trade secrets, patents or other proprietary or intellectual property rights.
(h) Severability— If any of the provisions of this Agreement or any part thereof shall be or held to be invalid or unenforceable, such invalidity or unenforceability shall not invalidate or render unenforceable the entire Agreement but rather the entire Agreement shall be construed as if not containing the particular invalid or unenforceable provisions or parts thereof, and the rights and obligations of the parties shall be construed and enforced accordingly, with the invalid or unenforceable provisions or parts modified so as to be limited and enforced to the fullest extent possible.
(i) Changes— EWT reserves the right to change this Agreement at any time, and the changes will be effective when posted on the Platform or when EWT notifies Licensee by other means. EWT may also change or discontinue the Platform, in whole or in part, at any time. Licensee’s continued use of the Platform indicates its agreement to any changes.
(j) Survival— Sections and subsections 1, 2(b), 3(b), 4, 6, 7, 8, 9, 10 and 11 of this Agreement, and any other section of this Agreement that ought reasonably to survive termination or expiration will survive the termination or expiration of this Agreement.
