Terms of Service
WHEREAS Clinic Roots Inc. is a corporation formed pursuant to the Canada Business Corporations Act (R.S.C., 1985, c. C-44) ("Clinic Roots", "we", "us" or "our");
AND WHEREAS these terms of service ("Terms" or "agreement") are incorporated by reference into all Clinic Roots client ("Client", "you" or "your") proposals and quotes ("Client Proposal");
AND WHEREAS these Terms apply and form part of the agreement between Clinic Roots and the Client upon the Client's acceptance of the Client Proposal.
For the purposes of these Terms, "Parties" means Clinic Roots and the Client and "Party" means either one of them. In consideration of the mutual promises and agreements set out below, the Parties agree as follows:
- Subject to these Terms and the corresponding Client Proposal, Clinic Roots agrees to provide certain website development and related services to the Client (the "Services"). The scope of the Services are further described in the Client Proposal.
- Limited Scope of Services. Client agrees and acknowledges that aside from those services expressly listed in the Client Proposal the Services do not include any logo design, branding, images, photography, content drafting, template customization or ongoing support such as updating website content. To the extent any placeholder logos, images or text are created, licensed by or provided by Clinic Roots, except with the express permission of Clinic Roots, Client agrees not to reuse such logos, images or text in any other medium aside from the website developed by Clinic Roots. Such logos, images and text are intended as placeholders only, to be replaced by Client. Additional fees, at Clinic Roots then current hourly or fixed rates shall apply to any services to be performed above and beyond those expressly listed in a Client Proposal. Examples of additional services and pricing related thereto are available online at https://clinicroots.com/services/.
- The Client agrees that any delivery times specified for the Services are estimates only.
- In the event of a conflict between these Terms and a Client Proposal, these Terms shall govern and prevail unless the Client Proposal expressly states otherwise, and clearly intends to override or take precedent over a provision of these Terms.
- Clinic Roots will perform all Services using its own employees, however, Clinic Roots may also elect to subcontract all or any portion of the Services to third parties, whether for website development, design, hosting, e-mail or any other necessary component to providing the Services. Client agrees and acknowledges that in providing the Services, Clinic Roots relies on third party service providers, including website, platform, domain name, e-mail and data hosting providers, as further set out below.
- Clinic Roots will provide the Services as an independent contractor and not as an employee, joint venturer or partner of the Client.
Fees, Expenses and Payment Terms
- Any amount due in respect of the Services, including all fees, charges, costs or expenses (the "Fees"), will be specified in the applicable Client Proposal. However, where Clinic Roots undertakes work at the request of the Client for which no Client Proposal applies, or which falls outside the scope of the Services agreed upon in a Client Proposal, the Client agrees to pay Clinic Roots' current market rates, as updated from time-to-time. For current pricing information, please visit the Clinic Roots website at the following URL's:
- Unless stated otherwise in the applicable Client Proposal, all fees and expenses listed in a Client Proposal, or which otherwise becomes due and payable by the Client, will be subject to the addition of sales and all other applicable taxes.
- The Client shall reimburse Clinic Roots for any expenses incurred on the Client's behalf or which are incurred in providing the Services, which are either referenced in a Client Proposal, or which the Client otherwise provides their consent to incur.
- Unless stated otherwise in the corresponding Client Proposal, any fee to develop the Client's initial website shall be subject to a 50% non-refundable deposit payment of the aggregate amount quoted in the Client Proposal ("Deposit"). Clinic Roots reserves the right to not perform any Services until such time as the deposit is fully paid. The balance of all fees quoted for website development work, and the first annual period for hosting, email and related fees, shall be payable immediately prior to Clinic Roots publishing the website ("First Annual Fee Balance"). While Clinic Roots may publish and remove the Client's website during the development phase, Clinic Roots shall have no obligation to publish, and may unpublish the Client's website from the internet until the First Annual Fee Balance is paid in full.
- While Clinic Roots will work in good faith to deliver a website based on the template, design, look and feel specified by Client, Client agrees that the Deposit is non-refundable, including where Client rejects the initial design and development work. While Clinic Roots will, within reason, attempt to amend the design, look and feel to the Client's satisfaction, if the Client rejects the design, look and feel of the website, Client's sole remedy in such circumstances shall be to forego the Deposit, but shall have no obligation to pay the First Annual Fee Balance. Where the Client elects to not proceed with paying the First Annual Fee Balance, Clinic Roots will not publish, or if published, will remove the website from the internet and this agreement shall be deemed to have been terminated on consent.
- Aside from the Deposit and First Annual Fee Balance, where other amounts become payable by the Client, Clinic Roots will invoice the Client in advance on a yearly basis, or on such other basis identified in the Client Proposal. Invoices shall become due and payable fifteen (15) calendar days from the date they are sent to the Client by email. In the event of any dispute arising from the amounts billed in an invoice by Clinic Roots, the Client agrees to promptly pay any undisputed amounts, if any, while amounts in dispute are settled. Given the nature of the Services, hosting costs and other factors, Clinic Roots does not offer refunds.
- Clinic Roots may also collect a credit card numbers via a third party payment process and automatically bill the card in accordance with these Terms and the corresponding Client Proposal.
- It is agreed that interest on any unpaid invoices owing to Clinic Roots will accrue interest at a rate of two (2%) percent per month, compounded on any outstanding balance and to be added to the Client's outstanding balances monthly, not in advance.
- WITHOUT WAIVING ANY OTHER RIGHTS CLINIC ROOTS HAS, ARISING UNDER THIS AGREEMENT, AT LAW OR OTHERWISE, CLINIC ROOTS MAY SUSPEND ALL SERVICES, CEASE HOSTING OR TAKE DOWN ANY WEBSITES AND EMAIL ACCOUNTS DELIVERED AS PART OF THE SERVICES AND REFUSE TO INCUR ANY ADDITIONAL EXPENSES ON THE CLIENT'S BEHALF IN THE EVENT ANY BALANCE OWING TO CLINIC ROOTS IS MORE THAN FIFTEEN (15) CALENDAR DAYS IN ARREARS.
Access to Accounts
- The parties acknowledge that in providing Services, Clinic Roots may require access to the Client's administrative accounts or for the Client to create administrator account access to certain software, servers or accounts held with third-party data hosting, email and domain name providers and other third parties. The Client agrees to create such accounts and provide access to such software, servers and systems as is necessary for Clinic Roots to provide the Services. The Client agrees to limit Clinic Roots' access to such third-party provider accounts and data as is necessary to perform the Services.
- For billing and other purposes, Clinic Roots reserves the right to require that the Client hold accounts with third-party providers directly, in their own name, and subsequently provide administrator account access to Clinic Roots and its employees or contractors, where necessary. In scenarios where Clinic Roots holds an account directly with a third-party provider, on the termination of these Terms, or an applicable Client Proposal, and upon the request of Clinic Roots, the Client agrees to be assigned or transferred such accounts and take over any and all payments associated with such accounts upon the request of Clinic Roots.
- In the event Clinic Roots recommends a third-party provider, it shall be the Client's obligation to perform its own due diligence on the third-party provider and such recommendations shall not be construed as an endorsement, or a representation as to the trustworthiness or quality of the third-party provider's products or services. Clinic Roots may also use other third-party providers, such as email and data hosting providers and website platforms, it deems necessary for carrying out the Services. If there are any vendors, software, systems or hardware which Clinic Roots is precluded from using, or which Clinic Roots must use, they must be specified and agreed upon in the applicable Client Proposal.
The Client's Content
- Clinic Roots claims no intellectual property rights over the material and information the Client provides for building and publishing any website as part of the Services. However, in order to permit Clinic Roots to perform the Services, the Client grants Clinic Roots a worldwide, irrevocable license to use the materials, content, images, text and information provided by the Client in building and publishing the websites forming part of the Services.
- The Client represents and warrants to Clinic Roots that all materials, content, images, text and information it provides, for the purpose of being included in the Services, or which the Client or its users upload or post on any website, are either owned by the Client, or the Client has duly acquired a license to include such materials and information on the website.
- The Client agrees not to make any unauthorized use of, or to provide to Clinic Roots, any confidential information or proprietary property of any third party, including without limitation, any trademarks or copyrighted materials, unless the Client is lawfully entitled to do so and has duly acquired all rights necessary to provide such information or property to Clinic Roots for the purpose of including it on the Client's website.
- Clinic Roots does not pre-screen the Client's content, and the Client accepts full liability and responsibility for any and all content displayed on or linked to via any website built as part of the Services. Notwithstanding the fact Clinic Roots does not pre-screen content, Clinic Roots shall have the right, but not the obligation, in its sole and absolute discretion, to refuse to include, and may remove, any content that it finds objectional, or which it believes may infringe a third-party's rights, including but not limited to copyright and other intellectual property rights.
- Unless stated otherwise in the Client Proposal, Clinic Roots will claim no ownership of the domain names for the website(s) built as part of the Services. However, Clinic Roots may let such domain names lapse or expire upon the termination of this agreement, or upon the Client's failure to pay for same as such expenses become due and payable.
Third-Party Software, Plug-ins, Domain Registrars, Email Providers etc.
- Clinic Roots develops each client website using WordPress (https://wordpress.org) and templated WordPress themes licensed from third party providers. WordPress is an open source software platform for building websites. Clinic Roots has no intellectual property ownership in the underlying WordPress platform software or the themes applied thereto.
- As part of the Services, the WordPress software will be installed by Clinic Roots or its contractors, and while Clinic Roots may maintain administrator access to the back-end of your WordPress website, you will be given or may create your own end-user account to update content on your Website. You are responsible for all such access and safeguarding your WordPress, email and other account login information. While we may assist you at your instruction, you are equally responsible for ensuring your WordPress installation remains updated for security purposes. You accept all risks associated with using the WordPress platform, including but not limited to, any security related risks.
- Clinic Roots may also install various third party software plug-ins which integrate with WordPress to enhance the functionality and provide various features for your website. Clinic Roots does not own, nor has it created such third party plug-ins. You accept all risks associated with using such third party plug-ins. To the extent Clinic Roots licenses plug-ins to be implemented on the website, upon termination Client shall either (i) obtain its own licenses to continue to use the plug-in, or (ii) uninstall and cease to use the plug-in.
- Clinic Roots also uses various website and data hosting providers, domain name registrars, email providers and other third parties who may have access to and store the Client's website files, the contents of your website, emails, the information you provide to Clinic Roots and information which is collected or uploaded via the website. You accept all risks associated with our use of such third-party providers in providing the Services, implementing your website and setting up your email accounts.
- If Clinic Roots' Services include hosting or assisting the Client with setting up email accounts, Client agrees and acknowledge that such email services and related software are provided by third parties, and not Clinic Roots. The scope of Clinic Roots' Services related to email are restricted to facilitating setting up your email accounts relying on such third party service and hosting providers. Such third party providers may also have terms of service and privacy policies which apply to accessing and using their email and related services.
Website Footers and Contact Pages
- Client agrees that Clinic Roots shall be permitted to provide disclaimers and a notice, on the footer of each page on any website built as part of the Services, which refers to Clinic Roots as the builder of the website (for example, the text may state "Powered by Clinic Roots" or something similar). Clinic Roots may also include a "Credits" link in the footer of each page, which will link to an external URL with a description of Clinic Roots and its web development services and/or the Physio Roots (https://physioroots.com) website and related services.
- During the term of this agreement, Client agrees it shall not modify or remove any text, links or logos from the website footer. Doing so shall constitute a fundamental breach of this agreement and give rise to Clinic Roots' right to terminate the agreement without notice.
- If the Client's website is marketing a physiotherapy practice, Client agrees that the website's 'Contact Us', or similar page shall include, during the term of this agreement, a link to the Client's page hosted on https://physioroots.com, and no other external URL.
No Assignment of Intellectual Property
- Clinic Roots may rely on the intellectual property of third parties, such as software and source code, under a license, to perform all or any portion of the Services. Client agrees and acknowledges that no intellectual property rights or title to such proprietary property are being assigned or transferred by Clinic Roots, or any third party, in relation to the underlying software or source code in or to the websites built, or any other work product delivered to the Client. Client agrees and acknowledges that all copyright ownership and other intellectual property protections for the underlying software and source code, including but not limited to, the WordPress platform, remain the exclusive property of the corresponding owner.
- Clinic Roots may, in the course of providing the Services, conceive, develop or contribute to material or information related to the business and operations of the Client, including, without limitation, intellectual property, copyright, trademarks, technical documentation, inventions (whether or not patentable), software, computer code, designs, regardless of the form or media, if any, on which such information is stored (referred to as "Proprietary Property"). It is agreed that Clinic Roots does not, and nothing in these Terms shall be interpreted so as to, assign to the Client, any Proprietary Property which Clinic Roots conceives, develops or contributes to in the course of providing the Services to the Client or which are otherwise delivered to the Client. All intellectual property and other rights of any kind in or relating to the Proprietary Property, including but not limited to all copyright, patent, trade secret and trademark rights shall remain the sole property of Clinic Roots.
- The Client agrees and acknowledges that the look and feel of any website delivered as part of the Services, to the extent contributed by Clinic Roots, or its template and stock image licensors, are the property of Clinic Roots and such licensors. Client agrees not to duplicate, copy, or reuse any portion of the HTML/CSS, stock images or visual design elements of any website delivered as part of the Services without the express written permission from Clinic Roots and its licensors. Client agrees and acknowledges that following the termination of these Terms it may be required to pay a licensing fee to Clinic Roots' WordPress template licensors and stock image licensors if it wishes to continue to use its then current WordPress template and website images.
Grant of License
- To the extent Clinic Roots develops, as part of the Services, customized Proprietary Property which Clinic Roots owns, the Client is hereby granted a worldwide, non-exclusive, perpetual and non-sublicensable license, to use such work product for commercial purposes, and may further amend or create derivative works from such Proprietary Property, even after the term of this agreement and the Client Proposal.
Removal of Websites
- The Client agrees and acknowledges that Clinic Roots shall only provide the Service and facilitate hosting the Client's website during the term of the agreement and so long as the Client is not in arrears with respect to any outstanding invoices or payments owing to Clinic Roots. After the term of the agreement, the Client Proposal or upon the Client failing to make any payment due and owing to Clinic Roots, Clinic Roots reserves the right to remove the Client's websites from public display, if applicable, cease hosting such websites and remove them from any third-party platform. It shall be the Client's responsibility to save any of its content, and Clinic Roots shall have no responsibility or liability for any damages the Client may suffer as a result of the website being removed from public view or its domain name registration expiring.
Acceptable Use Policy
- The Client agrees to comply, at all times, with the following acceptable use policy in respect of any website developed as part of the Services. The Client:
- Will not upload (or provide to Clinic Roots for it to upload) copy, distribute, share, or otherwise use content that is unlawful, obscene, defamatory, libelous, harmful, hateful, harassing, bullying, pornographic, threatening, racially or ethnically offensive or abusive, that would violate another person's rights (including their intellectual property rights), constitute or encourage a criminal offense, give rise to civil liability, or violate any local, state, provincial, national or international law or regulation, or that is otherwise inappropriate;
- Will not exploit, or permit the exploitation of images of children or disclose personally identifiable information belonging to others without their consent;
- Will not upload, copy, distribute, share or otherwise use content that contains or embodies software viruses or any other malicious computer code that is designed to interrupt, undermine, destroy or limit the functionality of any computer software, hardware or communications equipment, or that is designed to perform functions on any software, hardware or equipment without the owner's express consent;
- Will not disclose your WordPress password or transfer your WordPress account to any third party, or allow any third party to access your account;
- Will not impersonate any person or entity;
- Will not use the website in a way that has any unlawful or fraudulent purpose or effect;
- Will not upload, post, host, or transmit unsolicited email, SMSs, or "spam" messages; and
- Will ensure that its end-users equally do not do any of the prohibited acts set out above.
Privacy, Personal Information and Security
- Without limiting the foregoing, the Client agrees it is responsible for complying with all applicable privacy laws, rules and regulations including but not limited to the Personal Information Protection and Electronic Documents Act, SC 2000, c 5 in Canada. Where applicable and where required by law, the Client shall disclose to its customers and users, and any individual it collects personal information on, that Clinic Roots and other third parties may have access to such personal information in providing services to the Client.
- The Client agrees not to provide Clinic Roots, its directors, officers, employees, agents or subcontractors with any personal information, or access to any personal information, unless doing so is necessary for the provision of the Services.
- To the extent Clinic Roots' Services include creating or implementing software and/or hardware systems, including with third-party providers, that are intended to be used to collect, store and/or process confidential, sensitive or personal information or data, Clinic Roots makes no representations, warranties or guarantees that such software or hardware systems are impenetrable, or capable of not being hacked or accessed by third parties, resulting in a data breach, or the loss or theft of such data or information.
- While Clinic Roots, via third-party providers, will take measures to protect personal information in providing the Services, the Client agrees that, to the fullest extent permitted by law, in no event will Clinic Roots, its directors, officers, shareholders, employees, subcontractors, agents, suppliers, or licensors be liable, howsoever caused, for the loss or theft of personal information or any damages caused by the unlawful access to, or breach of any software or systems created by, administered by or which Clinic Roots and its subcontractors were provided access to. If Clinic Roots is to be responsible for implementing any specific security safeguards or encrypting any data or personal information, it shall be the Client's obligation to include such requirements in the applicable Client Proposal. Client agrees and acknowledges that the technical processing and transmission of the websites delivered as part of the Services, including the Client's and its end-users' content, may be transferred unencrypted, hacked or stolen by third parties and involve transmissions over various networks and devices not owned or controlled by Clinic Roots. The Client accepts all risks associated with such processing and transmissions.
- Clinic Roots will not use, or disclose to any third party, any personal information, except, in each case, as is necessary to maintain or provide the Services, or as is necessary to comply with the law or a valid and binding order of a court or governmental body (such as a subpoena or court order).
- Unless expressly stated in a Client Proposal, Clinic Roots shall not be responsible for deleting or purging any data or personal information it is provided with, or provided access to. However, Clinic Roots may delete or purge such personal information on the written instructions of the Client, or its representatives. Such written instructions may be in the form of a data retention policy, email or any other form of written correspondence. Clinic Roots may also refuse to delete data or information where it reasonably believes doing so may be unlawful.
- The Parties acknowledge that in the event of a data breach, they may both have obligations to report the loss or theft of personal information under the Personal Information Protection and Electronic Documents Act, SC 2000, c 5 and other applicable laws, rules and regulations.
Data and Email Backups
- Unless expressly stated in a Client Proposal, Clinic Roots shall not be responsible for backing up any data, emails or information which Clinic Roots creates, controls or has access to in providing the Services. Client is advised to and should ensure it has its own processes in place to regularly backup any data, emails or other information provided to Clinic Roots as part of the Services, or stored or hosted by Clinic Roots and third parties arising from or related to the Services or the Client's relationship with Clinic Roots.
Acceptance of Risk
- Unless stated in a Client Proposal, Clinic Roots' Services are provided "as is" without any representations or warranties of any kind, including any implied warranties or conditions of merchantability or fitness for a particular purpose. The Client accepts all risks associated with using the work product arising from the Services, and relying on the technology and services of each third-party provider. Without limiting the foregoing, Clinic Roots does not represent or warrant that (i) the Services will meet the Client's requirements; or (ii) the websites delivered as part of the Services will be uninterrupted, timely, secure, or error-free.
- There may be serious risks associated with using the software, plug-ins, email services and other services provided by both Clinic Roots and third-party providers, including the risk of data breaches, loss or theft of data and emails, unauthorized access to the administrative functions of your website, email accounts and other accounts. You accept all such risks in having Clinic Roots implement your website and email accounts, whether on our own dedicated servers, or servers of third-party providers.
Limitation of Liability
- Aside from any direct claims arising from the overpayment of Fees for the Services, the Client agrees that, to the fullest extent permitted by law, in no event will Clinic Roots, its directors, officers, shareholders, employees, affiliates, licensors, subcontractors or agents be liable, howsoever caused, including but not limited to negligence, for any damages or losses suffered by the Client, regardless of legal theory or the type of damages or losses and whether or not Clinic Roots was warned of the possibility of such damages or losses and whether those damages or losses were foreseeable or not.
- Notwithstanding any other section of this agreement, in the event the above limitations on liability are not upheld by a court of competent jurisdiction, for any reason, the Client agrees that in no circumstances shall Clinic Roots' aggregate liability for any and all claims relating to or in any way arising from these Terms, a Client Proposal or Clinic Roots' relationship with the Client, be more than the amounts the Client has paid to Clinic Roots, over the preceding two (2) months, from the date the Client first raised its claim with Clinic Roots in writing.
- The Client agrees to indemnify Clinic Roots, its directors, officers, employees, shareholders, agents, representatives, licensors and subcontractors, and to defend and hold each of them harmless, from any and all claims and liabilities (including reasonable legal fees) which may arise from or in connection with, (i) the Client's breach of any provision of these Terms, or any Client Proposal or document or policy incorporated by reference; (ii) a data breach, or the loss or theft of data, including but not limited to personal information data, whether stored by a third-party provider or otherwise, so long as Clinic Roots was not the sole cause of such data breach through its own gross negligence; (iii) the Client, its staff, subcontractor(s) or users causing or contributing to the breach of any third-party rights, or causing or contributing to any damage, loss, personal injury or death suffered by Clinic Roots, its employees or any a third party; (iv) any breach of a representation or warranty made by the Client, or its staff, representatives, subcontractors or agents, either in these Terms or otherwise; (v) any damage or loss incurred by an end-user of the Client's websites or mobile applications or any other work product delivered as part of the Services; or (vi) the Client or its staff, subcontractors or website users failing to comply with any applicable laws, rules or regulations.
Term of Agreement
- Unless terminated earlier in accordance with these Terms, the duration of this agreement shall be as specified in the Client Proposal. Where no term is specified in the Client Proposal, the Client agrees to a minimum term of twelve (12) months following the publication of the website for the Services based on the fees, including the annual fees, specified in the Client Proposal and this agreement. Unless stated otherwise in the Client Proposal, where neither party elects to terminate the agreement at the end of the initial term, the agreement will automatically renew on an annual basis.
- The term of this agreement shall also be deemed to automatically renew in the event one or more Client Proposals is entered between the Parties, after the initial term, or in the event additional services are agreed upon, even if no new client proposal document is signed by the Client.
- Notwithstanding the termination of this agreement or any Client Proposal, in the event Clinic Roots has incurred any expenses, or has subscribed to any services, software or other expenses which will continue beyond the termination date, the Client agrees it shall be fully liable for, and shall promptly pay for such expenses.
- Notwithstanding any other provision of these Terms or any Client Proposal, Clinic Roots shall be permitted to terminate any outstanding Client Proposal or Services, or otherwise cease undertaking or providing services to the Client on thirty (30) calendar days' written notice to the Client. During the thirty (30) day notice period, it shall be the Client's obligation to save copies of its content and make arrangements to migrate, build and host a new website. Where Clinic Roots elects to terminate these Terms or any outstanding Client Proposal without cause, and so long as the Client is not in breach of this these Terms, a Client Proposal or any payment obligation, Clinic Roots agrees to make a pro-rata refund only for and to the extent services prepaid by the Client will not be performed by Clinic Roots, if any.
- So long as the Client's account is not in arrears, for a fee to be quoted following termination (such fee not to be lower than $100.00 plus sales tax) Clinic Roots may agree to assist (but shall not be obligated to assist) the Client with transferring the Client's website to a new hosting provider. Client accepts all risks arising from such transfer, including incompatibility issues with the new hosting provider, changes to settings, loss of data or images, broken weblinks and other malfunctions. While Clinic Roots may transfer the files underlying the website to the new hosting provider, Clinic Roots shall not be responsible or liable for ensuring the transferred website is published live online or made fully operational with the new hosting provider. Clinic Roots makes no representations and grants no warranties that the transferred website will work properly once transferred. Clinic Roots shall have no obligation to assist the Client with fixing any issues after the website files have been transferred to the new hosting provider.
- Any terms or conditions in these Terms or any Client Proposal, which by their nature extend beyond the expiration or termination of these Terms or any applicable Client Proposal, shall remain in full force and effect until performed and fulfilled. Without limiting the foregoing, any provisions of this agreement concerning the matters listed below shall remain binding even upon the termination of this agreement or any Client Proposal: (a) all obligations relating to preserving a Party's confidential information and the ownership, assignment or licensing of intellectual property; (b) any provision restricting or limiting a Party's liability or imposing indemnification obligations; (c) any other terms or conditions which expressly refer to obligations remaining in force post-termination; and (d) all other terms necessary to give business efficacy to this agreement, including for example, interpretive provisions, choice of law and dispute resolution provisions.
- Notices: Any notice, direction or other communication required or permitted to be given to a Party shall be in writing and shall be sufficiently given if sent by email to the other party at such email address used during the term of this agreement or which they otherwise provided for notices or ordinary communications.
- Assignment: The rights and obligations of the Client under these Terms or any Client Proposal cannot be transferred, assigned, or sublicensed to a third party without the prior written consent of Clinic Roots. Clinic Roots may, however, assign its rights and obligations to any third party upon providing seven (7) calendar days' notice to the Client. This agreement and any Client Proposal shall enure to the benefit of and be binding upon the Parties and their respective successors and permitted assigns.
- Governing Law: These Terms and any Client Proposal shall be exclusively governed by and construed in accordance with the laws of the Province of Alberta and any Canadian federal laws applicable therein. Any dispute, controversy or claim arising out of, or in any way related to these Terms or a Client Proposal shall be settled by a court in the Province of Alberta, including, if applicable, any Canadian federal courts therein.
- Entire Agreement: These Terms and any Client Proposal entered between the Parties constitutes the entire agreement between the Parties with respect to the subject matter of these Terms and the Client Proposal. These Terms may only be amended by a written instrument signed by both parties.
- Interpretation: If any ambiguity or question of intent arises with respect to any provision of these Terms, a Client Proposal or the terms and any document or schedule incorporated by reference, they shall be construed as if drafted jointly by the parties and no presumption or burden of proof will arise favouring or disfavouring either party by virtue of authorship of any of the provisions.
- Severability: The invalidity or unenforceability of any provision or part of any provision of these Terms, all Client Proposals, documents and schedules incorporated by reference, shall not affect the validity or enforceability of any other provision or part thereof, and any such invalid or unenforceable provision or part thereof shall be deemed to be separate, severable and distinct and no provision or part thereof shall be deemed dependent upon any other provision or part.