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Terms and Conditions
By accepting an Order which references SIFT Med Inc.'s terms and conditions, you enter into a legal agreement with Sift Med Inc. ("SIFT") as provided herein, effective on the effective date stated in the Order (the “Effective Date”). SIFT and Customer are sometimes collectively referred to as "Parties" and separately as a "Party".
RECITALS:
A. SIFT offers an AI software-as-a-service application (“SaaS”) that allows customers to access certain features and functions through a web interface, particularly using artificial intelligence to sort and organize medical and legal documents.
B. Customer wishes to subscribe to SIFT’s SaaS application on the terms of this Agreement, including the Order referencing these Terms and Conditions (the "Order"). The terms of the Order are incorporated herein by reference and the Order and these Terms and Conditions together constitute the "Agreement".
For mutually acknowledged good and valuable consideration, the Parties agree as follows:
SIFT SYSTEM – AUTHORIZATION AND SERVICES
1. Customer will procure from SIFT the services described in the Order starting on the start date specified in the Order (the “Start Date”), and SIFT will provide such Services to Customer for the fees stipulated on the Order according to the terms and conditions of this Agreement.
2. On the terms of this Agreement, SIFT will provide to Customer access to and the right and ability to use the Software and any applicable add on(s) on a SaaS basis (collectively, the “SiftMed System”).
3. SIFT’s provision of the SiftMed System and related services of SIFT, including any maintenance and support services, are collectively referred to as the “Services”.
4. Customer will contact SIFT if it requires additional features, scope or custom functionality such as API integrations (collectively, “Add-Ons”). SIFT and Customer will negotiate the terms on which such Add-Ons will be provided, and if such negotiations are successfully concluded, will execute a supplementary order that will be governed by this Agreement.
5. Subject to the commercial terms of the Order, the SiftMed System may be used by a limited and agreed upon number of authorized users within Customer’s immediate network, which includes Customer's own employees, Customer's technical support staff, and other contractors who are providing services to Customer who reasonably require access to the SiftMed System for the provision of such services (“Authorized User(s)”).
6. Customer will identify an administrative username and password for Customer’s Authorized User accounts. SIFT reserves the right to refuse registration of, or cancel, usernames or passwords of Authorized Users, as it deems appropriate. Customer will take reasonable steps to prevent unauthorized access to the SiftMed System, including without limitation by protecting its credentials and other log-in information. Customer will notify SIFT immediately of any known or suspected unauthorized use of the SiftMed Systems or breach of its security (and will use best efforts to stop said breach).
7. Customer acknowledges that SIFT may implement updates, revisions, improvements and modifications to the SiftMed System from time to time, without notice to Customer unless any such activities will negatively affect Customer’s access and use.
8. SIFT will provide a reasonable amount of training to Customer and its Authorized Users on how to use the SiftMed System, at no additional cost.
9. Customer may reach out to support@siftmed.ca with any support-related questions. SIFT will provide product and customer support and aim to respond to all requests within a 24 to 48 hour period.
FEES, PAYMENT & TAXES
10. Customer will pay SIFT the fees stipulated on the Order (the “Subscription Fees”) for the Term. Customer will maintain complete, accurate and up-to-date billing and contact information at all times. SIFT’s invoices are due within 30 days of issuance. For late payment, Customer will pay interest charges from the time the payment was due at the rate that is the lower of 2% per month or the highest rate permissible under applicable laws. SIFT will not be required to refund the Subscription Fees to Customer under any circumstances except those expressly stipulated in this Agreement.
11. SIFT reserves the right (in addition to any other rights or remedies SIFT may have) to suspend all Customer access to the SiftMed System if any Subscription Fees are overdue, until such amounts are paid in full.
12. Except as may be specified in an invoice provided to Customer, Subscription Fees do not include any taxes, duties, or assessments that may be owed by Customer for use of the SiftMed System (“Taxes”). SIFT will endeavor to include Taxes where applicable, but it is ultimately Customer’s responsibility to ensure that Taxes owed and attributable for use of the SiftMed System are paid appropriately to any governmental authority.
CUSTOMER RESTRICTIONS AND RESPONSIBILITIES
13. Customer and Customer's Authorized Users are entitled to use the SiftMed System for Customer's internal business purposes only, and subject to the limits in this Agreement. Customer will not access or use the SiftMed System for any purposes beyond the scope of access granted in this Agreement.
14. Customer and Customer's Authorized Users are entitled to use the SiftMed System for their internal business purposes only, and subject to the limits in this Agreement. Customer will not access or use the SiftMed System for any purposes beyond the scope of access granted in this Agreement.
15. Without limiting the generality of Section 14, Customer will not (directly or indirectly): (a) reverse engineer, decompile, disassemble or otherwise attempt to discover the source code, object code or underlying structure, ideas, know-how or algorithms relevant to the Services, the Software or any software, documentation or data related to the Services; (b) modify, translate, or create derivative works based on the SiftMed System (except to the extent expressly permitted by SIFT or comprising an authorized use of the Services); (c) use the SiftMed System for time sharing or service bureau purposes, or otherwise for the benefit of a third party; (d) remove any proprietary notices or labels from the SiftMed System; or (e) allow any third-party to use the SiftMed System to develop, test, or improve a similar or competing product or service.
16. Although SIFT has no obligation to monitor Customer’s use of the SiftMed System, SIFT may do so, and may prohibit any use that it believes is or could be in violation of this Agreement; and suspend Customer’s access or immediately terminate this Agreement (in its sole discretion) if Customer uses the SiftMed System in a way that violates this Agreement or any applicable law.
17. Customer will be responsible for obtaining and maintaining any equipment and ancillary services needed to connect to, access or otherwise use the SiftMed System, including, modems, hardware, servers, software, operating systems, networking, and web servers. Customer will also be responsible for maintaining the security of the equipment, Customer accounts, usernames, passwords and files, and for all uses of Customer accounts with or without Customer’s knowledge or consent.
18. Customer expressly acknowledges and agrees that Customer's use and access of the Services is at Customer's own sole risk. Customer understands that the Services may have errors, be incomplete, and may produce no or unexpected results. Customer agrees to backup data and take other appropriate measures to protect Customer's programs and data and systems; SIFT has no responsibility to do so.
CONFIDENTIAL INFORMATION
19. Each party (the “Receiving Party”) understands that the other party (the “Disclosing Party”) has disclosed or may disclose under this Agreement sensitive and proprietary business, technical or financial information relating to the Disclosing Party’s business (“Confidential Information”). For clarity, (a) Confidential Information of SIFT includes non-public information regarding features, functionality, and performance of the Services and the SiftMed System and SIFT's models, processes and systems including without limitation those related to artificial intelligence; and (b) Confidential Information of Customer includes non-public data provided by Customer to SIFT to enable the provision of the Services, such as information about identifiable individuals (“Customer Data”).
20. The Receiving Party agrees (i) to take reasonable precautions to protect such Confidential Information; (ii) not to use such Confidential Information except in performance of the Services or as otherwise permitted herein; and (iii) not to disclose such Confidential Information to any third person without the Disclosing Party’s consent, except that the Receiving Party may disclose Confidential Information to an officer, director, employee, consultant or legal advisor of the Receiving Party (each, a “Disclosee”) in order to perform the Receiving Party's obligations under this Agreement.
21. Without limiting the other obligations of the Receiving Party, the Receiving Party will not permit (and will prohibit the Receiving Party's Disclosees from using or disclosing) any Confidential Information otherwise than as permitted in this Agreement or as agreed between the parties, and will be liable for any breach of confidentiality by the Receiving Party's Disclosees.
22. Confidential Information will not include any information that the Receiving Party can show (a) is or becomes generally available to the public, (b) was in the Receiving Party's possession or known by it prior to receipt from the Disclosing Party, (c) was rightfully disclosed to it without restriction by a third party, or (d) was independently developed without use of any Confidential Information of the Disclosing Party.
23. Customer has and will retain sole responsibility for: (a) all Customer Data, including without limitation Customer's content and use; (b) the security and use of access credentials of Customer and Customer's Authorized Users; and (c) all access to and use of the Services by or through Customer’s Equipment or Customer's or Customer's authorized users‘ access credentials, including without limitation all results obtained from, and all conclusions, decisions, and actions based on, such access or use.
DATA PRIVACY & SECURITY
24. Customer has and will retain sole responsibility for: (a) all Customer Data, including without limitation Customer's content and use; (b) the security and use of access credentials of Customer and Customer's Authorized Users; and (c) all access to and use of the Services by or through Customer’s Equipment or Customer's or Customer's authorized users‘ access credentials, including without limitation all results obtained from, and all conclusions, decisions, and actions based on, such access or use.
25. As between SIFT and Customer, Customer will own all right, title and interest in and to Customer Data. Customer represents, warrants, and covenants to SIFT that (a) Customer has, and will have, all necessary rights in and consents relating to Customer Data so that, as received by SIFT and processed and/or used in accordance with this Agreement, Customer Data does not and will not infringe, misappropriate, or otherwise violate any intellectual property rights or privacy or other rights of third parties or violate any applicable law; and (b) SIFT’s processing and use of Customer Data as contemplated by this Agreement is (i) in compliance with Customer’s policies and regulatory obligations, and (ii) does not breach any contracts between Customer and any third party.
26. Regarding SIFT’s processing of Customer Data to deliver the Services, SIFT will: (a) process Customer Data as needed through the Software in order to deliver the SiftMed System’s core functionality to Customer; (b) only process, transfer and/or store Customer Data using secure, reasonable, and appropriate mechanisms; (c) exercise reasonable efforts to prevent unauthorized disclosure or exposure of Customer Data; (d) comply with all data privacy and security laws that are applicable both specifically to SIFT and generally to data processors in the jurisdictions in which SIFT does business; (e) not access, process, or otherwise use Customer Data other than as necessary to facilitate the SiftMed System and as provided in this Agreement; and (f) not give any third party access to Customer Data, except SIFT’s Subcontractors or collaborators that have a need for such access to facilitate or operate the SiftMed System and are subject to at least equally protective standards and obligations governing the use and security of Customer Data.
27. SIFT will have the right to use Customer Data, and to collect and analyze data and other information relating to Customer Data and the provision, use and performance of various aspects of the Services, the Software and related systems and technologies, to develop, advance and market SIFT’s artificial intelligence and other platforms and the capabilities of the Services, the Software and other SIFT systems, technologies and offerings (the results of all such SIFT activities constituting "Learnings"). For clarity, SIFT is entitled to continue to use Learnings following any termination or expiry of this Agreement. SIFT will be free to: (i) use Customer Data and related information to improve and enhance the Software and the Services, and for other development, diagnostic, corrective and marketing purposes in connection with the Software, the Services and other SIFT offerings, and, for clarity, SIFT is entitled to continue to use the results derived from such use following any termination or expiry of this Agreement; and (ii) disclose such Customer Data and other information solely in aggregate or other de-identified form in connection with its business.
INTELLECTUAL PROPERTY
28. SIFT will own and retain all right, title and interest in and to: (a) the Services and Software, including all improvements, enhancements or modifications thereto; (b) all software, applications, inventions or other technology developed in connection with the Services (including without limitation any implementation services) or support; and (c) all intellectual property rights related to any of the foregoing.
29. During the Term of this Agreement, Customer may provide feedback to SIFT on the SiftMed System, which may include oral and written reports or other materials, information (including corrections to problems or issues with the Services), ideas, concepts, and know-how (collectively, “Feedback”). Customer agrees that the contents of all Feedback become the property of SIFT and may be used by SIFT for any and all purposes, without any accounting or any payment to Customer. Customer assigns to SIFT all Feedback conceived, communicated or provided, and Feedback will be considered SIFT’s Confidential Information.
30. Customer acknowledges and agrees that SIFT may use Customer’s name, trademark, service mark, trade name, logo or other commercial or product designations in print or electronic format, on a web or internet site, or on SIFT’s promotional and marketing materials.
31. SIFT reserves all rights not expressly granted to Customer in this Agreement. Except for the limited rights expressly granted under this Agreement, nothing in this Agreement grants to Customer (or any third party) any intellectual property rights or other right, title, or interest in or to the SiftMed System.
TERM AND TERMINATION
32. This Agreement will be effective on the Effective Date and continue until the date specified as the end of the Initial Term on the Order (the “Initial Term”), unless terminated earlier pursuant to the terms of this Agreement. Following the expiry of the Initial Term, the Term will renew for successive one (1) year periods on the same terms and conditions (subject to the immediately following sentence), unless either party refuses such renewal by written notice to the other Party 30 or more days before the renewal date. SIFT may alter the fees applicable to the forthcoming renewal term by providing Customer with notice of the applicable fees 60 or more days before the renewal date.
33. Each of the following will constitute a default event for the purposes of this Agreement, which will entitle the non-defaulting Party to immediately terminate this Agreement:
(a) a payment is not paid within ten (10) days of becoming due;
(b) if a Party fails to perform any material obligation set forth in this Agreement and such default continues without being cured for a period of thirty (30) days after written notice of such failure has been given by the non-defaulting Party; or
(c) if a Party declares bankruptcy, or a receiver or trustee is appointed for the benefit of the Party's creditors, to the extent permitted by bankruptcy laws and regulations.
34. If this Agreement expires or is terminated, with or without cause, then on the effective date of such expiry or termination:
(a) SIFT will immediately suspend Customer’s access to the SiftMed System, and begin the account closure and off-boarding process; and
(b) Customer will immediately discontinue use of the Services and will delete, destroy, or return (as required by SIFT) all copies of any of SIFT’s Confidential Information, and certify in writing to SIFT that any such Confidential Information has been deleted, destroyed or returned, as applicable.
REPRESENTATIONS, WARRANTIES & DISCLAIMERS
35. Each Party warrants that such Party has the full power and authority to execute, deliver and perform the Agreement and that the execution, delivery and performance of the Agreement does not and will not result in the violation of any applicable laws or conflict in any material respect with or constitute a material breach under any document, agreement, license or other writing by which such Party is bound. Customer represents that Customer has accurately identified himself or herself, and has not provided any inaccurate information about itself to or through the SiftMed System.
36. THE SERVICES ARE PROVIDED “AS IS, WHERE IS” AND SIFT MAKES NO WARRANTIES EITHER EXPRESS OR IMPLIED, OF ANY KIND OR NATURE WHATSOEVER, INCLUDING WITHOUT LIMITATION AS TO THE SERVICES PROVIDED TO CUSTOMER, AND DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING WITHOUT LIMITATION ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR ANY PARTICULAR PURPOSE, AND THE ACCURACY OR COMPLETENESS OF ANY DATA OR SERVICES PROVIDED OR PROCESSED PURSUANT TO THIS AGREEMENT.
37. WITHOUT LIMITING THE FOREGOING, SIFT DOES NOT WARRANT THAT THE SERVICES WILL MEET ANY OR ALL OF CUSTOMER’S BUSINESS OR OTHER REQUIREMENTS OR WILL OPERATE IN A PARTICULAR COMPUTER ENVIRONMENT OR THAT THE OPERATION OF THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE.
38. THE SIFTMED SYSTEM IS INTENDED TO PROVIDE PRACTICAL AND USEFUL INFORMATION ON THE SUBJECT MATTER COVERED. WHILE THE SERVICES MAY CONCERN ISSUES RELATED TO LEGAL SERVICES OR DOCUMENTS, SUCH CONTENT IS NOT LEGAL ADVICE. CUSTOMER WILL NOT RELY ON ANY OUTPUT OF THE SIFTMED SYSTEM WITHOUT SEEKING THE ADVICE OF, AND/OR VETTING ANY OUTPUT THROUGH, A DULY LICENSED AND QUALIFIED LAWYER IN THE APPLICABLE SUBJECT MATTER AND JURISDICTION. SIFT EXPRESSLY DISCLAIMS ALL LIABILITY IN RESPECT OF CUSTOMER OR USER ACTIONS TAKEN OR NOT TAKEN BASED ON ANY SERVICES, OR OTHERWISE IN CONNECTION WITH CUSTOMER’S USE OF THE SIFTMED SYSTEM. SIFT’S PROVISION OF THE SIFTMED SYSTEMS, INCLUDING ALL RELATED SERVICES, ARE FOR GENERAL INFORMATIONAL PURPOSES ONLY. CUSTOMER ACKNOWLEDGES AND AGREES THAT THEY DO NOT, AND ARE NOT INTENDED TO, CONSTITUTE FORMAL LEGAL ADVICE.
39. CUSTOMER UNDERSTANDS THAT CUSTOMER, AND CUSTOMER'S END USERS, ARE RESPONSIBLE FOR ALL DECISIONS MADE, ACTIONS TAKEN, AND FAILURES TO TAKE ACTION BASED ON CUSTOMER’S USE OF THE SIFTMED SYSTEM, WHICH USES ARTIFICAL INTELLIGENCE THAT GENERATES PREDICTIONS BASED ON PATTERNS IN DATA. OUTPUT GENERATED BY ARTIFICIAL INTELLIGENCE IS PROBABILISTIC AND SHOULD BE EVALUATED FOR ACCURACY AS APPROPRIATE FOR CUSTOMER'S USE CASE, INCLUDING BY ENSURING QUALIFIED LAWYER REVIEW OF SUCH OUTPUT.
LIABILITY
40. Dollar Cap. EXCEPT FOR LIABILITY ARISES UNDER ARTICLE IV (CONFIDENTIAL INFORMATION) AND ARTICLE X (INDEMNIFICATION), SIFT’S CUMULATIVE LIABILTY FOR ALL CLAIMS ARISING OUT OF OR RELATED TO THIS AGREEMENT WILL NOT EXCEED THE CUMULATIVE SUBSCRIPTION FEES PAID BY CUSTOMER DURING THE TWELVE (12) MONTHS PRECEDING THE ACT, OMISSION OR OCCURRENCE GIVING RISE TO SUCH LIABILITY.
41. Excluded Damages. EXCEPT WITH REGARD TO BREACHES OF ARTICLE IV (CONFIDENTIAL INFORMATION), IN NO EVENT WILL SIFT BE LIABLE FOR LOST PROFITS OR LOSS OF BUSINESS OR FOR ANY CONSEQUENTIAL, INDIRECT, SPECIAL, INCIDENTAL, OR PUNITIVE DAMAGES ARISING OUT OF OR RELATED TO THIS AGREEMENT.
INDEMNITY
42. SIFT will defend Customer from any third party claim alleging that Customer’s use of the SiftMed System as contemplated in this Agreement infringes such third party’s patent, copyright and/or trademark intellectual property rights (an “IP Claim”), and will indemnify and hold harmless Customer and Customer's Associates (defined below) from and against any damages and costs awarded against them, or agreed in settlement by SIFT, resulting from such IP Claim. SIFT will have no liability or obligation with respect to any IP Claim if such claim is caused in whole or in part by (i) unauthorized use of the SiftMed System by Customer or Customer's Users; (ii) modification of the SiftMed System by anyone other than SIFT or its representatives; or (iii) the combination, operation or use of the SiftMed System with other data, hardware or software not provided by SIFT. If Customer’s use of the SiftMed System results (or in SIFT’ opinion is likely to result) in an IP Claim, SIFT may at its own option and expense: (i) procure for Customer the right to continue using the SiftMed System; (ii) replace or modify the infringing components of the SiftMed System to make them non-infringing; or (iii) if options (i) or (ii) are not commercially reasonable as determined by SIFT, then either Customer or SIFT may terminate Customer’s Order and/or subscription to the SiftMed System, and in that case SIFT will refund Customer, on a pro-rated basis, any Subscription Fees that Customer has previously paid SIFT for the corresponding unused portion. This Section 42 states SIFT’s entire liability, and Customer’s exclusive remedy, with respect to an IP Claim.
43. Customer will defend, indemnify, and hold harmless SIFT and its Associates against any third party claim, suit, or proceeding against SIFT arising out of Customer’s intentional misuse of the SiftMed System, including without limitation: (a) claims by Authorized Users or by Customer’s employees, as well as by Customer’s own customers; and (b) claims related to infringement or violation of a copyright, trademark, trade secret, or privacy or confidentiality right by written material, images, logos or other content uploaded to the SiftMed System through Customer’s account, including without limitation by Customer Data.
44. Each Party (the “Offending Party”) shall defend and indemnify the other Party and the other Party's Associates against any third party claim, suit, or proceeding arising out of or relating to a Data Incident (defined below) caused by the act or omission of the Offending Party or any of the Offending Party's agents, subcontractors or employees (a “Data Claim”). For clarity, Data Claims include government enforcement actions.
45. In the event of a potential indemnity obligation under Sections 42, 43 or 44, the indemnified Party in each case will (a) promptly notify the indemnifying Party in writing of the claim; (b) allow the indemnifying Party the right to control the investigation, defense and settlement (if applicable) of such claim at the indemnifying Party’s sole cost and expense; and (c) upon request of the indemnifying Party, provide all necessary cooperation at the indemnifying Party’s expense.
46. Failure by the indemnified Party to notify the indemnifying Party of a claim will not relieve the indemnifying Party of the indemnifying Party's obligations; however, the indemnifying Party will not be liable for any litigation expenses that the indemnified Party incurred prior to the time when notice is given (or for any damages and/or costs resulting from any material prejudice caused by the delay or failure to provide notice to the indemnifying Party in accordance with these indemnification provisions).
47. The indemnifying Party’s obligations set forth in these indemnification provisions include, without limitation settlement at the indemnifying Party’s expense and/or payment of judgments finally awarded by a court of competent jurisdiction, as well as payment of court costs and other reasonable expenses; and reimbursement of reasonable legal fees incurred by the indemnified Party before indemnifying Party’s assumption of the defense (but not legal fees incurred thereafter).
48. Notwithstanding Section 47, the indemnifying Party may not settle any claim that would bind the indemnified Party to any positive obligation (other than payment covered by the indemnifying Party) or require any admission of fault by the indemnified Party, without the indemnified Party’s prior written consent, such consent not to be unreasonably withheld, conditioned, or delayed.
49. Any indemnification obligation under these indemnification provisions will not apply if the indemnified Party settles or makes any admission with respect to a claim without the indemnifying Party’s prior written consent.
50. For the purposes of this indemnification provisions:
(a) “Associates” are the indemnified Party’s officers, directors, shareholders, parents, subsidiaries, agents, successors, and assigns; and
(b) “Data Incident” is any (i) unauthorized disclosure of, access to, or use of Customer Data, or (ii) violation of privacy or security laws through Customer’s account. Data Incidents include, without limitation, such events caused by Customer, by SIFT, by Users or other Customer’s customers, by hackers, or by any other third party.
GENERAL PROVISIONS
51. The Parties are independent contractors and will so represent themselves in all regards. Neither party is the agent of the other, and neither may make binding commitments on the other’s behalf.
52. SIFT may subcontract all or part of the Services to one or more third-party subcontractors (each a “Subcontractor”).
53. Customer may not assign this Agreement or any of Customer's rights or obligations hereunder without SIFT’s express written consent. Any purported assignment in violation of this clause will be null and void.
54. SIFT may send notices pursuant to this Agreement to Customer’s email address provided by Customer in the Order, and such notices will be deemed received 24 hours after they are sent. Customer may send notices pursuant to this Agreement to support@siftmed.ca, and such notices will be deemed received 24 hours after they are sent.
55. No delay, failure, or default, other than a failure to pay fees when due, will constitute a breach of this Agreement to the extent caused by acts of war, terrorism, hurricanes, earthquakes, epidemics, other acts of God or of nature, strikes or other labor disputes, riots or other acts of civil disorder, embargoes, government orders responding to any of the foregoing, or other causes beyond the performing party’s reasonable control.
56. Unless otherwise specifically provided herein, all amounts expressed or described in this Agreement are in USD.
57. This Agreement will be governed by and interpreted in accordance with the laws of the Province of Newfoundland and Labrador and the laws of Canada applicable therein. The courts of the province of Newfoundland and Labrador will have the exclusive jurisdiction to hear any matter or dispute arising in connection with this Agreement. The Parties further hereby waive any right to a trial by jury with respect to any lawsuit or judicial proceeding arising or relating to this Agreement.
58. This Agreement constitutes the entire agreement between the Parties concerning its subject matter and supersedes all prior agreements, understandings, negotiations and discussions, whether oral or written, between the Parties.
59. This Agreement may not be amended except by a writing signed by authorized representatives of both Parties.
60. Neither Party will be deemed to have waived any of such Party's rights under this Agreement by lapse of time or by any statement or representation other than by an authorized representative in an explicit written waiver. No waiver of a breach of this Agreement will constitute a waiver of any other breach of this Agreement.
61. The provisions of this Agreement under the headings Fees, Payments & Taxes; Confidential Information; Data Privacy & Security; Intellectual Property; Representations, Warranties & Disclaimers; Liability; Indemnity; and General Provisions survive termination or expiration of this Agreement, together with such other provisions of this Agreement that by their nature should survive termination or expiration including to give effect to the aforementioned provisions.
62. To the extent permitted by applicable law, the Parties hereby waive any provision of law that would render any clause of this Agreement invalid or otherwise unenforceable in any respect. If a provision of this Agreement is held to be invalid or otherwise unenforceable, such provision will be interpreted to achieve its original effect to the maximum extent permitted by applicable law, and the remaining provisions of this Agreement will continue in full force and effect.
63. Customer will not: (a) permit any third party to access or use the SiftMed System in violation of any Canadian or U.S. law or regulation; or (b) export any software provided by SIFT or otherwise remove it from Canada or the United States except in compliance with all applicable Canadian and U.S. laws and regulations. Without limiting the generality of the foregoing, Customer will not permit any third party to access or use the SiftMed System in, or export such software to, a country subject to a Canadian or United States embargo.
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