Last Updated: October 18, 2023
Thank you for choosing Wylie Systems Inc. for your business. When you use our products and services you’re agreeing to our terms, so please read these Terms of Service carefully as they contain important information regarding your legal rights and obligations.
Wylie Systems Inc. provides online business management software services designed specifically for businesses in the wellness industry.
These Terms of Service (“Agreement”) apply to any use of and access to the Services by you and your Affiliates. By accessing or using the Services (or enabling an Affiliate to access or use the Services), you are indicating that you have read this Agreement and agree to be bound by its terms. If you do not agree with all of the terms of this Agreement, you may not access or use any Services.
This Agreement is effective the date you (or an Affiliate) first access or use the Services.
1. General Terms
1.1 Agreement. This Agreement is a binding legal agreement between you and Wylie Systems Inc.
This Agreement applies to any use of the Services provided by Wylie Systems Inc.
1.2 Changes to the Agreement. We may, in our sole discretion, make changes to this Agreement from time to time. Any changes we make will become effective when we post a modified version of the agreement online.
1.3 Supplemental Terms. Your use of, and participation in, certain Services may be subject to additional terms (“Supplemental Terms”) and such Supplemental Terms will either be listed in this Agreement or will be presented to you for your acceptance when you sign up to use the supplemental Service. If this Agreement is inconsistent with the Supplemental Terms, the Supplemental Terms will control with respect to the service with which it applies.
2.1 Software Services
2.1.1 Access and Service Levels. Wylie Systems Inc. will make the Services to which you have subscribed available to you, subject to the terms and conditions of this Agreement. During the Subscription Term the Software Services will meet the service levels specified in the Service Level Agreement (“SLA”).
2.1.2 Changes to Services. in addition to our rights set forth in Section 8.4, we reserve the right to suspend any Services if we believe any malicious software is being used in connection with your account, or during planned downtime. In addition, we reserve the right to change, suspend or discontinue any features, components or functions of the Services at any time. If we make any material changes to the Software Service, we’ll notify you within the Software Service or by sending you an email.
2.2 Third Party Offerings. Although the Services may allow you to access or use Third Party Offerings, they are not “Services” under this Agreement and are not subject to any of the warranties, service commitments or other obligations with respect to Services hereunder.
2.3 Support Services. As part of the services, you will have access to Wylie Systems Inc.’s standard support services.
2.4 Recently Acquired Offerings. As an administrative courtesy to you, we may offer Recently Acquired Offerings to you through this Agreement before fully integrating, testing, and improving such offerings to meet our standards, which may take up to 12 months. All representations and/or warranties made by us in this Agreement do not apply to such Recently Acquired Offerings.
2.5 Free, Trial and Beta Services. Wylie Systems Inc. may in its sole discretion offer free, trial or beta Services from time to time at no charge. Any free, trial or beta Services are provided “AS IS” with no warranties of any kind; Wylie Systems Inc. may discontinue any free, trial or beta Services or your ability to use such Services at any time, with or without notice and without any further obligations to you. Without limiting the generality of the foregoing, free Services that have not been accessed or used for 12 consecutive months may be terminated by us. Wylie Systems Inc. will have no liability for any harm or damages suffered by you or any third party in connection with any free, trial or beta Services.
2.6 Professional Services Terms. Additional terms specific to the procurement of Professional Services apply and are hereby incorporated by reference into this Agreement as if set forth fully herein.
2.7 Mobile App and/or Client Portal Terms. Additional terms specific to the procurement of the Mobile App and/or Client Portal apply and are hereby incorporated by reference into this Agreement as if set forth fully herein.
2.8 Payment Terminal Terms. Additional terms specific to the use of Payment Terminals apply and are hereby incorporated by reference into this Agreement as if set forth fully herein.
2.9 Payment Processing. Wylie Systems Inc. offers the ability to process payments through its Services. Payment processing services are provided by our third-party payment processing partners as Third Party Offerings and any procurement by you or your Affiliates will be subject to a separate merchant agreement which will be solely between you (or your Affiliate) and the third party processor. If you use Payment Processing Services you agree that you and your Affiliates will comply with the terms and conditions of any applicable merchant agreements and all applicable card network rules, policies, laws and regulations, at all times while using such Payment Processing Services.
3. Your Responsibilities
3.1 Liability for Affiliates and End Users. You are responsible for all activity occurring under or relating to your account, including, but not limited to, your staff, employees, consultants, advisors, independent contractors, and End Users. You will ensure that your Affiliates and End Users comply with relevant provisions of this Agreement.
3.2 Data; Unauthorized Access; Maintaining Networks. You will: (1) have sole responsibility for the accuracy and quality of Your Data and for ensuring that your collection and use of Your Data complies with applicable laws, including those related to data privacy and transmission of personal data; (2) prevent unauthorized access to, or use of, the Services, and notify Wylie Systems Inc. promptly of any unauthorized access or use; and (3) have sole responsibility for obtaining, maintaining and paying for any hardware, telecommunications, Internet and other services needed to use the Services.
3.3 Restrictions on Use. You and your Affiliates and End Users will not: (1) submit any infringing, obscene, defamatory, threatening, or otherwise unlawful or tortious material to the Services, including material that violates privacy rights; (2) interfere with or disrupt the integrity or performance of the Services or the data contained therein; (3) attempt to gain access to the Services or related systems or networks in a manner not permitted by this Agreement; (4) post, transmit or otherwise make available through or in connection with the Services any virus, worm, Trojan horse, Easter egg, time bomb, spyware or other harmful computer code, files, scripts agents or programs; (5) restrict or inhibit any other person or entity from using the Services; (6) remove any copyright, trademark or other proprietary rights notice from the Services; (7) frame or mirror any portion of the Services, or otherwise incorporate any portion of the Services into any product or service; (8) systematically download and store Services content; (9) use the Services to send unsolicited electronic messages (aka spamming); or (10) use any robot, spider, site search/retrieval application or other manual or automatic device to retrieve, index, “scrape,” “data mine” or otherwise gather Services content, or reproduce or circumvent the navigational structure or presentation of the Services. Notwithstanding subsection (10) above, and subject to compliance with any instructions posted in the robots.txt file located in the root directory of any Website, Wylie Systems Inc. grants to the operators of public search engines permission to use spiders to copy materials from the Websites for the sole purpose of (and solely to the extent necessary for) creating publicly available, searchable indices of such materials, but not caches or archives of such materials. Wylie Systems Inc. reserves the right to revoke these permissions at any time and without notice.
3.4 Cardholder Data. You are solely responsible for any liability resulting from your or any Affiliate’s handling of Cardholder Data. You agree that you and Affiliates will comply with PCI DSS anytime the Services are used to process credit cards.
3.5 User Names and Passwords. Wylie Systems Inc. may reject or require that you change any user name or password under your account. User names and passwords are for internal business use only and may not be shared with any third party, including any competitor of Wylie Systems Inc. You, and not Wylie Systems Inc., are responsible for any use or misuse of user names or passwords associated with your account.
3.6 Consent. You are responsible for ensuring you have obtained the requisite level of consent necessary from End Users when utilizing the Services, including, but not limited to, the automated marketing products.
4. Fees and Payment
4.1 Change in Subscription Fees. Unless otherwise specified in an Order Form, the Subscription Fees are subject to change for those Services you have elected to purchase. Wylie Systems Inc. may also convert any free, trial or beta Service into a Service subject to a Subscription Fee upon notice to you, and your rights to such Service will be suspended if you do not pay the Subscription Fee.
4.2 Payment Terms. You agree to pay the Subscription Fees and any other applicable fees stated on an Order Form or otherwise specified in this Agreement. All payment obligations under this Agreement are non-cancelable and all fees paid are non-refundable. Unless otherwise stated on an Order Form, fees must be paid in advance of each billing period. You will provide Wylie Systems Inc. with valid and updated credit card information or another form of payment acceptable to Wylie Systems Inc. By submitting payment information, you authorize Wylie Systems Inc. to provide that information to third parties for purposes of facilitating payment. You agree to verify any information requested by Wylie Systems Inc. for purposes of acknowledging or completing any payment.
5. Intellectual Property Rights
5.1 Wylie Systems Inc. Intellectual Property. Wylie Systems Inc. or its affiliates own all right, title and interest in and to the Services, the Wylie Systems Inc. Data and Aggregated Data, including, without limitation, all intellectual property rights therein. Subject to the limited rights expressly granted to you under this Agreement, Wylie Systems Inc. and its affiliates reserve all rights, title and interest in and to the Services, the Wylie Systems Inc. Data and Aggregated Data, including, without limitation, all related intellectual property rights. As between you and Wylie Systems Inc., all Wylie Systems Inc. Marks are owned by Wylie Systems Inc. or its affiliates. You agree not to display or use any Wylie Systems Inc. Marks in any manner without Wylie Systems Inc.’s express prior written permission. Any trademarks, service marks and logos associated with a Third-Party Offering may be the property of the third-party provider, and you should consult with their trademark guidelines before using any of their marks.
5.2 License Grant to You. Subject to the terms and conditions of this Agreement, Wylie Systems Inc. hereby grants to you a limited, non-exclusive, non-transferable, non-sublicensable, revocable license and right to use the Services set forth in an Order Form, during the Subscription Term and solely for your internal business purposes.
6. Data Ownership and Use
6.1 Your Data. As between you and Wylie Systems Inc., you own all right, title and interest in Your Data. You hereby grant to Wylie Systems Inc. a nonexclusive, worldwide, assignable, sublicensable, fully paid-up and royalty-free license and right to copy, distribute, display and perform, publish, prepare derivative works of and otherwise use Your Data for the purposes of providing, improving and developing Wylie Systems Inc.’s or its affiliates’ products and services and/or complementary products and services of our partners. You represent and warrant to Wylie Systems Inc. that you have all rights necessary to grant the licenses in this Section 6.1, and that your provision and use of Your Data through and in connection with the Services does not violate any applicable laws or rights of any third party.
6.2 Wylie Systems Inc. Data. Notwithstanding Section 6.1, all right, title and interest in any data or information collected by Wylie Systems Inc. independently and without access to, reference to or use of any of Your Data, including, without limitation, any data or information Wylie Systems Inc. obtains about End Users through the Wylie Systems Inc. App (whether the same as Your Data or otherwise), will be solely owned by Wylie Systems Inc. (collectively, “Wylie Systems Inc. Data”).
6.3 Aggregated Data. You agree Wylie Systems Inc. owns all Aggregated Data. You also agree that nothing in this Agreement will prohibit Wylie Systems Inc. or its affiliates from utilizing Aggregated Data for any purpose, provided such Aggregated Data does not reveal any personally identifying information about you or any End Users or is reasonably linkable to any End User or household.
6.5 Protection and Security. During the Subscription Term, Wylie Systems Inc. will maintain administrative, physical and technical safeguards designed for the protection and integrity of Your Data as detailed in the Wylie Systems Inc. Security Policy. Wylie Systems Inc. will maintain PCI DSS compliance for the portions of the Services that store and process Cardholder Data. Additional information about Wylie Systems Inc.’s security practices can be found here.
6.6 Unauthorized Disclosure. If either Party believes that there has been a disclosure of Your Data in a manner not authorized under this Agreement, such Party will promptly notify the other Party. Additionally, each Party will reasonably assist the other Party in remediating or mitigating any potential damage, including any notification which should be sent to individuals impacted or potentially impacted by such unauthorized disclosure.
6.7 Data-Related Disputes. You are solely responsible for resolving disputes regarding ownership or access to Your Data, including those involving any current or former owners, co-owners, employees, Affiliates (former or current), or contractors of your business. You acknowledge and agree that Wylie Systems Inc. has no obligation whatsoever to resolve or intervene in such disputes.
7. Confidential Information
7.1 A Party will not disclose or use any Confidential Information of the other Party except: (1) as reasonably necessary to perform its obligations or exercise any rights granted pursuant to this Agreement; (2) with the other Party's prior written permission; or (3) to the extent required by law or order of a court or other governmental authority or regulation. Each Party agrees to protect the other Party’s Confidential Information in the same manner that it protects its own Confidential Information of like kind, but in no event using less than a commercially reasonable standard of care. Confidential Information will not include any information that: (1) is or becomes generally known to the public without breach of any obligation owed to the disclosing Party; (2) was known to a Party prior to its disclosure by the other Party without breach of any obligation owed to the other Party; (3) was independently developed by a Party without breach of any obligation owed to the other Party; or (4) was or is received from a third party without breach of any obligation owed to the other Party. For clarity, nothing in this Section 7 will restrict Wylie Systems Inc. with respect to Wylie Systems Inc. Data or Aggregated Data.
8. Term, Termination and Suspension
8.1 Term. The Initial Term begins on the Effective Date and, unless otherwise specified in an Order Form, automatically renews in successive and consecutive 30 day periods (each a “Renewal Term” and collectively with the Initial Term, the “Subscription Term”) until this Agreement is properly terminated. Either Party may terminate this Agreement for any reason or no reason, by giving the other Party at least 30 days’ notice before the end of the relevant Subscription Term. If you elect to terminate this Agreement early, you will remain responsible for payment of all fees owed for the entire Subscription Term and will continue to be charged each month for the remainder of the Subscription Term.
8.2 Termination for Cause. Wylie Systems Inc. may terminate this Agreement and/or any subscription, effective immediately upon notice to you, if you or an Affiliate are in material breach of this Agreement. In the event of a termination pursuant to this Section 8.2, in addition to other amounts you may owe Wylie Systems Inc., you must immediately pay any unpaid Subscription Fees associated with the remainder of the Subscription Term. In no event will any termination relieve you of your obligation to pay any fees payable to Wylie Systems Inc. for the period prior to the effective date of termination.
8.3 Rights on Termination or Expiration. Upon termination or expiration of this Agreement (1) all Order Forms will automatically terminate and be of no force or effect; (2) you will have no rights to continue use of the Services and will cease accessing and/or using the Services; and (3) except as specified in the following paragraph, Wylie Systems Inc. will have no obligation to maintain your Services account or to retain or forward any data to you or any third party, except as required by applicable law. For a period of no greater than 30 days following a notice of termination, Wylie Systems Inc. will make Your Data (except Cardholder Data and Content (as defined in §2.12)) available to you through Wylie Systems Inc.’s standard web services. Upon request by you within 30 days following the termination date of this Agreement, and provided that: (1) you have paid Wylie Systems Inc. all amounts owed under this Agreement; and (2) the Parties have an agreed upon a SOW (as defined in Section 2.7), Wylie Systems Inc. will make Your Data in its possession or control available to you through Wylie Systems Inc.’s data export service. After such 30 day period, Wylie Systems Inc. will have no obligation to retain or provide Your Data, except as required by applicable law. If at any time during the Subscription Term you require Wylie Systems Inc.’s assistance in retrieving Your Data, additional fees may apply.
8.4 Right to Terminate or Suspend Services. We may suspend or terminate your access to and use of the Services (or any portion thereof) at any time without notice if we believe (1) that any activity or use of Services in connection with your account violates this Agreement, the intellectual property rights of a third party or applicable laws, or is otherwise disruptive or harmful to Wylie Systems Inc. or any third party, (2) that we are required to do so by law, or (3) where the Parties do not agree on the use of a sub-processor.
9. Warranties & Disclaimer
9.1 Accuracy of Your Account Information. You agree to provide Wylie Systems Inc. with complete and accurate account information, including your legal company name, street address, e-mail address, bank account, and such other information as may be requested by Wylie Systems Inc. (collectively, “Account Information”). You are responsible for the accuracy and timely updating of Account Information, and you agree to promptly notify Wylie Systems Inc. in writing if any Account Information changes. You agree that Wylie Systems Inc. has no responsibility or liability whatsoever for any loss or damages caused, either directly or indirectly, by inaccurate Account Information.
9.2 Warranty of Functionality. Wylie Systems Inc. warrants to you that during a Subscription Term: (1) the subscribed Software Service will perform materially in accordance with the functionality described in the Documentation applicable to such Software Service; and (2) such functionality will not be materially decreased. Your sole and exclusive remedy for a breach of this warranty will be that Wylie Systems Inc. will use commercially reasonable efforts to modify the applicable Services to achieve the functionality described above. If Wylie Systems Inc. is unable to restore such functionality, you may terminate the Agreement by providing written notice to Wylie Systems Inc., and you will be entitled to receive a pro-rata refund of any pre-paid fees. Wylie Systems Inc. will have no obligation with respect to a warranty claim under this Section 9.2 unless notified by you in writing no later than 30 days after the first instance of any material functionality problem. This warranty will only apply if the applicable subscribed Services have been utilized in accordance with this Agreement and applicable laws. For clarity, this warranty will not apply to any free, trial or beta Services.
9.3 DISCLAIMER. EXCEPT AS EXPRESSLY PROVIDED IN SECTION 9.2 ABOVE, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, WYLIE SYSTEMS INC. MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, AND SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING WITHOUT LIMITATION ANY WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE WITH RESPECT TO THE SERVICES AND/OR RELATED DOCUMENTATION. WYLIE SYSTEMS INC. DOES NOT WARRANT THAT YOUR USE OF THE SERVICES WILL BE SECURE, TIMELY, ERROR-FREE OR UNINTERRUPTED, OR THAT THE SERVICES ARE OR WILL REMAIN UPDATED, COMPLETE OR CORRECT, OR THAT THE SERVICES WILL MEET YOUR REQUIREMENTS OR THAT THE SYSTEMS THAT MAKE THE SERVICES AVAILABLE (INCLUDING WITHOUT LIMITATION THE INTERNET, OTHER TRANSMISSION NETWORKS, AND YOUR LOCAL NETWORK AND EQUIPMENT) WILL BE UNINTERRUPTED OR FREE FROM VIRUSES OR OTHER HARMFUL COMPONENTS. EXCEPT AS PROVIDED IN SECTION 9.2, THE SERVICES AND ANY PRODUCTS AND THIRD-PARTY MATERIALS ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS AND SOLELY FOR YOUR USE IN ACCORDANCE WITH THIS AGREEMENT. ALL DISCLAIMERS OF ANY KIND (INCLUDING IN THIS SECTION AND ELSEWHERE IN THIS AGREEMENT) ARE MADE ON BEHALF OF BOTH WYLIE SYSTEMS INC. AND ITS AFFILIATES AND THEIR RESPECTIVE SHAREHOLDERS, DIRECTORS, OFFICERS, EMPLOYEES, AFFILIATES, AGENTS, REPRESENTATIVES, CONTRACTORS, LICENSORS, SUPPLIERS AND SERVICE PROVIDERS (COLLECTIVELY, THE “WYLIE SYSTEMS INC. PARTIES”).
10.1 You agree to indemnify, defend, and hold harmless the Wylie Systems Inc. Parties from and against any and all third party claims alleged or asserted against any of them, and all related charges, damages and expenses (including, but not limited to, reasonable attorneys' fees and costs) arising from or relating to: (1) any actual or alleged breach by you, an Affiliate or End User of any provisions of this Agreement; (2) any access to or use of the Services by you, an Affiliate or End User; (3) any actual or alleged violation by you, an Affiliate or End User of the intellectual property, privacy or other rights of a third party; and (4) any dispute between you and another party regarding ownership of or access to Your Data.
11. Limitations and Exclusions of Liability
11.1 WYLIE SYSTEMS INC. EXPRESSLY DISCLAIMS ANY AND ALL LIABILITY AND WILL NOT BE RESPONSIBLE FOR ANY DAMAGES OR LOSS CAUSED, OR ALLEGED TO BE CAUSED, BY THE TRANSMISSION OF CARDHOLDER DATA PRIOR TO ITS ENCRYPTION AND RECEIPT BY SERVER(S) OWNED OR CONTROLLED BY WYLIE SYSTEMS INC. THE EXCLUDED DAMAGES WILL INCLUDE, WITHOUT LIMITATION, DAMAGES RESULTING FROM FRAUD, EMBEZZLEMENT, THEFT, IDENTITY THEFT, OR INVASION OF PRIVACY.
TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT WILL THE WYLIE SYSTEMS INC. PARTIES’ AGGREGATE LIABILITY, COLLECTIVELY, FOR ALL CLAIMS ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER IN CONTRACT, TORT OR OTHERWISE, EXCEED THE SUBSCRIPTION FEES ACTUALLY PAID BY YOU DURING THE 12 MONTH PERIOD IMMEDIATELY PRECEDING THE DATE OF THE INCIDENT OR $100.00 (USD), WHICHEVER IS GREATER. ALL LIMITATIONS OF LIABILITY OF ANY KIND (INCLUDING IN THIS SECTION AND ELSEWHERE IN THIS AGREEMENT) APPLY WITH RESPECT TO BOTH WYLIE SYSTEMS INC. AND THE WYLIE SYSTEMS INC. PARTIES.
IN NO EVENT WILL ANY WYLIE SYSTEMS INC. PARTIES HAVE ANY LIABILITY FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, HOWEVER CAUSED, OR FOR ANY LOST PROFITS, LOSS OF USE, DATA OR OPPORTUNITIES, COST OF DATA RECONSTRUCTION, COST OR PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, WHETHER IN CONTRACT, TORT OR OTHERWISE, ARISING OUT OF, OR IN ANY WAY CONNECTED WITH THE SERVICES OR THIRD PARTY OFFERINGS, INCLUDING BUT NOT LIMITED TO THE USE OR INABILITY TO USE THE SERVICES, ANY INTERRUPTION, INACCURACY, ERROR OR OMISSION, EVEN IF WYLIE SYSTEMS INC., ITS LICENSORS OR SUBCONTRACTORS HAVE BEEN PREVIOUSLY ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGES.
THE FOREGOING EXCLUSIONS OR LIMITATIONS MAY NOT APPLY TO THE EXTENT PROHIBITED BY APPLICABLE LAW.
12.1 Governing Law. This Agreement will be governed by and interpreted in accordance with the internal laws of the province of Ontario, Canada.
12.2 Mandatory Informal Dispute Resolution. If you have any dispute with Wylie Systems Inc. arising out of or relating to this Agreement, you agree to notify Wylie Systems Inc. in writing with a brief, written description of the dispute and your contact information, and Wylie Systems Inc. will have 30 days from the date of receipt within which to attempt resolve the dispute to your reasonable satisfaction. If the Parties are unable to resolve the dispute through good faith negotiations over such 30-day period under this informal process, either Party may pursue resolution of the dispute in accordance with the arbitration agreement below.
12.3 Arbitration Agreement. ALL DISPUTES ARISING OUT OF OR RELATED TO THIS AGREEMENT OR ANY ASPECT OF THE RELATIONSHIP BETWEEN YOU AND WYLIE SYSTEMS INC., WHETHER BASED IN CONTRACT, TORT, STATUTE, FRAUD, MISREPRESENTATION OR ANY OTHER LEGAL THEORY, THAT ARE NOT RESOLVED PURSUANT TO SECTION 14.2 ABOVE WILL BE RESOLVED THROUGH FINAL AND BINDING ARBITRATION BEFORE A NEUTRAL ARBITRATOR INSTEAD OF IN A COURT BY A JUDGE OR JURY, AND WYLIE SYSTEMS INC. AND YOU EACH HEREBY WAIVE THE RIGHT TO TRIAL BY A JURY. YOU AGREE THAT ANY ARBITRATION UNDER THIS AGREEMENT WILL TAKE PLACE ON AN INDIVIDUAL BASIS; CLASS ARBITRATIONS AND CLASS ACTIONS ARE NOT PERMITTED AND YOU ARE AGREEING TO GIVE UP THE ABILITY TO PARTICIPATE IN A CLASS ACTION. The arbitration will be administered by the Canadian Arbitration Association under its Commercial Arbitration Rules and Mediation Procedures. The arbitrator’s decision will follow the terms of this Agreement and will be final and binding. The arbitrator will have authority to award temporary, interim or permanent injunctive relief or relief providing for specific performance of this Agreement, but only to the extent necessary to provide relief warranted by the individual claim before the arbitrator. The award rendered by the arbitrator may be confirmed and enforced in any court having jurisdiction thereof.
12.4 Wylie Systems Inc. Entity. The information below sets forth the Wylie Systems Inc. entity you have entered into this Agreement with (“Wylie Systems Inc. Entity”) depending on where you are domiciled:
If you are domiciled in the United States and its territories, and all other countries, your Wylie Systems Inc. Entity is WYLIE SYSTEMS INC., a Canadian corporation.
12.5 Entire Agreement. This Agreement, together with any Order Forms and any terms and policies that are incorporated into this Agreement by reference (including by reference to a URL), constitute the entire agreement and supersede any prior agreements between you and Wylie Systems Inc. with respect to the subject matter hereof. In the event of a conflict between an Order Form and this Agreement, the Order Form will control. This Agreement supersedes and replaces all prior and contemporaneous agreements, proposals or representations, written or oral, between Wylie Systems Inc., on the one hand, and you or any Affiliate, on the other hand.
12.6 Waiver and Severability. No waiver of any provision of this Agreement by Wylie Systems Inc. will be effective unless in writing and signed by Wylie Systems Inc. No waiver by either Party of any breach or default hereunder will be deemed to be a waiver of any preceding or subsequent breach or default. If any provision of this Agreement is held by a court of competent jurisdiction to be contrary to law, the provision will be modified by the court and interpreted so as best to accomplish the objectives of the original provision to the fullest extent permitted by law, and the remaining provisions of this Agreement will remain in effect.
12.7 Assignment. You may not assign, delegate or transfer this Agreement in whole or in part, without Wylie Systems Inc.’s prior written consent. Wylie Systems Inc. may assign, transfer or sublicense any or all of Wylie Systems Inc.’s rights or obligations under this Agreement without restriction.
12.8 Notices. Any notices provided by Wylie Systems Inc. under this Agreement may be delivered to you within the Services or to the email address(es) we have on file for your account. You hereby consent to receive notice from Wylie Systems Inc. through the foregoing means, and such notices will be deemed effective when sent if on a business day, and if not sent on a business day then on the next business day. Except as otherwise specified in the Agreement, any notices to Wylie Systems Inc. under this Agreement must be delivered via first class registered U.S. mail, overnight courier, to WYLIE SYSTEMS INC., Inc., Attn: Wylie Systems Inc. Customer Support, 651 Tank Farm Road, San Luis Obispo, CA 93401, with a copy to WYLIE SYSTEMS INC., Inc., Attn: Wylie Systems Inc. Legal Department, 651 Tank Farm Road, San Luis Obispo, CA 93401.
12.9 Force Majeure. Neither Party will be liable for any failure or delay in performance under this Agreement (other than for delay in the payment of money due and payable hereunder) for causes beyond that Party’s reasonable control and occurring without that Party’s fault or negligence, including, but not limited to, acts of God, acts of government, flood, fire, civil unrest, acts of terror, strikes or other labor problems (other than those involving Wylie Systems Inc.’s or your employees, respectively), computer attacks (by government/nation entities or otherwise) or malicious acts, such as attacks on or through the Internet, any Internet service provider, telecommunications or hosting facility. Dates by which performance obligations are scheduled to be met will be extended for a period of time equal to the time lost due to any delay so caused.
12.10 Electronic Communications and Signatures. You agree to the use of electronic communication in order to enter into agreements and place orders, and to the electronic delivery of notices, policies and records of transactions initiated or completed through the Services. Furthermore, you hereby waive any rights or requirements under any laws or regulations in any jurisdiction that require an original (non-electronic) signature or delivery or retention of non-electronic records, to the extent permitted under applicable law.
12.11 Relationship of the Parties. This Agreement does not, and will not be construed to, create any partnership, joint venture, employer-employee, agency or franchisor-franchisee relationship between you and Wylie Systems Inc.