Last Updated: January 12, 2023
PLEASE READ THIS MASTER SERVICE AGREEMENT (“AGREEMENT”) CAREFULLY. THIS AGREEMENT APPLIES TO ENVISIO SOLUTIONS INC. (“ENVISIO”) AND ANY CUSTOMER (THE “CUSTOMER”) WHO UTILIZES ENVISIO’S SAAS STRATEGY IMPLEMENTATION SOFTWARE SERVICES DESCRIBED HEREIN (THE “SERVICE”), WHETHER OR NOT THE CUSTOMER PAYS FOR THE SERVICE.
ACCEPTING THE TERMS
BY ACCEPTING THIS AGREEMENT, EITHER BY CLICKING A BOX OR BY EXECUTING AN ORDER OR QUOTATION FORM THAT REFERENCES THIS AGREEMENT, THE CUSTOMER AGREES TO THE TERMS OF THIS AGREEMENT. IF THE CUSTOMER IS ENTERING INTO THIS AGREEMENT ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, THE CUSTOMER REPRESENT THAT THEY HAVE THE AUTHORITY TO BIND SUCH ENTITY AND ITS AFFILIATES TO THESE TERMS AND CONDITIONS. IF THE CUSTOMER DOES NOT HAVE SUCH AUTHORITY, OR THE CUSTOMER DOES NOT AGREE WITH THESE TERMS AND CONDITIONS, THE CUSTOMER MUST NOT ACCEPT THIS AGREEMENT AND MAY NOT USE THE SERVICES.
This Agreement was last updated on January 12, 2023. It is effective between the Customer and Envisio as of the date of the Customer’s acceptance of this Agreement.
1. PURCHASED SERVICES
1.1 Provision of Purchased Services
Envisio shall provide to the Customer the Service that is ordered by the Customer (“Purchased Services”) on Envisio’s invoice or quotation form (each an “Quote”) during a Subscription Term (as defined below).
The Service is hosted on Envisio’s service provider platform, “Heroku” (owned by Salesforce.com). Heroku’s physical infrastructure is hosted and managed within Amazon’s secure data centers and utilizes the Amazon Web Service (“AWS”) technology. The Customer further acknowledges that the Customer Data (as defined below) resides on AWS’s servers either in the USA or Canada (available on request). The Customer may access the Service, but has no right to receive a copy of the object code or source code to the Service. The Customer must have high speed Internet connection, and compatible hardware and up to date ‘browser’ software to access the Service, none of which are Envisio’s responsibility.
1.2 Subscription License
Unless otherwise stated in the applicable Quote, the Purchased Services are purchased as a subscription license (the “Subscription”) and non-transferrable to a third party. Additional Users (as defined below) can be added to the Subscription during the Subscription Term at the same pricing as the underlying Subscription, prorated for the portion of that Subscription Term remaining, and any added Subscription will terminate on the same date as the underlying Subscriptions.
2. ENVISIO’S RESPONSIBILITIES
2.1 Provision of Service
Envisio will use commercially reasonable efforts to make the Service available to the Customer 24 hours per day, 7 days per week, except for planned downtime of which Envisio shall provide at least 24 hours notice via the Service and scheduled to the extent practicable during the weekend hours between 6 pm Friday and 3 am Monday Pacific Time. Any unavailability caused by circumstances beyond Envisio’s reasonable control including but not limited to: the malfunction of equipment, acts of God, act of government, flood, fire, earthquake, civil unrest, act of terror (collectively, “Force Majeure”), or the activities of third parties not under Envisio’s control (including Internet and other service providers) is not the responsibility of Envisio. Envisio will make reasonable efforts to reduce to a minimum and mitigate the effect of any Force Majeure.
2.2 Customer Data
The Customer must provide all data for use in the Purchased Services (the “Customer Data”) and Envisio is not obliged to modify or add to it. The Customer Data belongs to the Customer and they are solely responsible for the content and accuracy. The Customer grants to Envisio all necessary licenses in and to such Customer Data solely for Envisio to provide the Service to the Customer.
Envisio will treat the Customer Data as confidential and will not disclose it to third parties unless as compelled by law or unless expressly permitted in writing by the Customer. Envisio will not access the Customer Data except as necessary to address service or technical issues, at the Customer’s request.
As part of Envisio’s standard Service offering, Envisio will make daily backup copies of the Customer Data and maintain such data for a period of seven weeks.
2.3 Software Uptime Agreement
Envisio endeavours to provide 99.9% uptime with respect to the Purchased Services in each calendar month during the Term, excluding:
(a) any scheduled maintenance times;
(b) factors outside Envisio’s reasonable control; and
(c) downtime related to the Customer’s or third party hardware, software or services.
If in any calendar month this uptime commitment is not met by Envisio and the Customer was negatively impacted from a resulting disruption to the Purchase Services as determined in Envisio’s sole discretion acting reasonably, Envisio shall provide, as the sole and exclusive remedy, a service credit equal to 25% of one month’s fee for the use of the Service (the “Credit”).
2.4 Service Level Agreement
There are several ways to get support for using Envisio, including online knowledge base, technical support, consulting support, and community support options.
The Customer Success Team technical and consulting support is available during our regular business hours on weekdays that are not legal Canadian holidays. Regular business hours are listed below for the time zone in which your organization is located:
- 9:00 am EST until 8:00 pm EST
- 8:00 am CST until 7:00 pm CST
- 7:00 am MST until 6:00 pm MST
- 6:00 am PST until 5:00 pm PST
The following targets will be used for response to support requests:
Severity indicators are defined as follows:
>> Critical – Envisio is down and no workaround is available.
>> High – Use of Envisio is impaired but instances are up and running. No workaround is available.
>> Medium – A function of Envisio has failed, but Envisio is still useable. Support is aware of the issue.
>> Low – Envisio functionality is not impaired. This priority also includes feature, information, documentation,
how-to, and enhancement requests.
Updates will continue until the issue is resolved or there is a workaround in place. We aim to resolve all issues expeditiously, but when an issue is difficult to solve and takes longer than one business day, we will provide updates on our progress according to the schedule listed above.
Canadian holidays observed in British Columbia include: New Year’s Day (January 1), Family Day (third Monday in February), Good Friday (Friday before Easter), Easter Monday, Victoria Day (Monday before May 25), Canada Day (July 1), British Columbia Day (first Monday in August), Labour Day (first Monday in September), Thanksgiving (second Monday in October), Remembrance Day (November 11), and Christmas Day (December 25). Envisio offices close for the entire week for the Christmas holiday.
2.5 Credit Request
In order to receive the Credit, the Customer must provide sufficient evidence to support the Credit and email mailto: email@example.com within 5 days of the end of the applicable calendar month. If the Customer is past due or in default with respect to any payments owed to Envisio under this Agreement, the Customer is not eligible to receive the Credit.
2.6 Provision of Professional Services
Implementation services are offered during Envisio’s core business hours which are Monday through Friday, 8:30am to 5:00pm Pacific Time.
3. CUSTOMER’S USE OF THE SERVICE
3.1 Authorized Users
The Customer agrees to maintain authorized users based on the number of user accounts (“Accounts”) purchased under the Subscription as stated in the Quote. Only the Customer or persons or entities that have access to an Account through a username and password for the Account (each a “User” and collectively, the “Users”) may use the Account. If the number of Users exceeds the Accounts purchased, Envisio will notify the Customer’s Administrator (as defined in Section 3.2 below) via email of the overage and the Customer will have 5 business days following delivery of such email to make any changes necessary to address the overage. Following that 5 business day period, if the overage remains Envisio will invoice the Customer for the additional Accounts required to address the overage at the same fee as the existing Accounts subscribed for under the Subscription, prorated for the duration of the Subscription Term remaining and the Customer will pay the invoice according to the terms outlined in Section 5.4 below.
3.2 Email and Notices
At the time of ordering the Service from Envisio, the Customer shall identify the administrator(s) responsible for the Accounts (each an “Administrator”). The Customer agrees to provide Envisio with the Administrator’s contact information including e-mail address. By providing the Administrator’s e-mail address, the Customer agrees to receive all required notices electronically to the Administrator’s e-mail address.
The Administrator shall be responsible on behalf of the Customer for managing the Accounts, maintaining all User information, and the Purchased Services used by the Customer. It is the Customer’s sole responsibility to notify Envisio if the Customer changes or intends to change its Administrator(s).
3.3 Users: Passwords, Access and Notifications
It is the Customer’s responsibility to change and maintain its Users’ records in Envisio to secure access to the Account. The Customer is also solely responsible for ensuring the confidentiality and secrecy of each User’s login. The Customer agrees not to disclose its Users’ login information to any third party and will prevent its employees and personnel from sharing User’s login information amongst themselves. The Customer will be responsible for all electronic communications generated through the Service, including, but not limited to, Account registration and notices. The Customer is only entitled to access and use the Service and the Account for lawful purposes.
Customer shall use commercially reasonable efforts to prevent unauthorized access to or use of the Service and shall promptly notify Envisio of such unauthorized access or loss/theft of any of its Users’ login information.
The Customer is responsible for all activities conducted under its User accounts and ensuring their Users’ compliance with this Agreement.
The Customer shall not:
- permit concurrent use of a single User account, or time-sharing of the Service;
- post or transmit any Customer Data that contains viruses, worms, time bombs, Trojan horses or any other contaminating, corrupting or destructive features, or use the Service in an irresponsible manner that interferes with the proper working and normal operation of the Service, or detrimentally interferes with personal information or property of another;
- copy, modify, create a derivative work of, reverse engineer, reverse assemble, disassemble, decompile or otherwise attempt to extract the source code or modify the Service in any manner or form; or
- transfer, sell, lease, rent or assign, in any way, all or a portion of, the Account and/or the Service to any third party (other than Users in accordance with Section 3.1).
This Section shall survive any termination or expiration of this Agreement.
4. INTELLECTUAL PROPERTY
The Customer acknowledges that Envisio retains all right, title and interest in and to the Service and all software, materials, formats, interfaces, information, data, content and Envisio’s proprietary information and technology used by Provider or provided to Customer in connection with the Service (the “Envisio Technology”), and that the Envisio Technology is protected by intellectual property rights owned by or licensed to Envisio. Other than as expressly set forth in this Agreement, no license or other rights in the Envisio Technology are granted to the Customer, and all such rights are hereby expressly reserved by Envisio.
The Customer must not, without Envisio’s express written consent, use any of Envisio’s trademarks, service marks, copyrighted materials, or other intellectual property.
The Customer acknowledges that any ideas, suggestions, concepts, processes or techniques that it provides to Envisio related to the Service or Envisio’s business (the “Feedback”) shall become Envisio’s property without any compensation or other consideration payable to the Customer by Envisio, and the Customer does so of its own free will and volition. Envisio may or may not, in its sole discretion, use or incorporate the Feedback, in whatever form or derivative that Envisio may decide, into the Service, documentation, business or other products. The Customer hereby assigns all rights on a worldwide, exclusive basis in perpetuity to Envisio in any Feedback and, as applicable, waives any moral rights to the Feedback.
This Section shall survive any termination or expiration of this Agreement.
5. PURCHASED SERVICES AND PAYMENT
5.1 Term of Agreement
This Agreement is effective between the Customer and Envisio as of the date of the Customer’s acceptance of this Agreement and continues until the Subscription Terms with respect to each Subscription subscribed for by the Customer hereunder has expired or terminated.
5.2 Term of Subscriptions and Renewal
The term of each Subscription (the “Subscription Term”) shall be as set out in the applicable Quote. Unless otherwise set out in the applicable Quote, each Subscription shall automatically renew for additional periods equal to the expiring Subscription Term or one year (whichever is shorter), unless either party gives the other notice of non-renewal at least 30 days before the end of the Subscription Term. The per-unit pricing during renewal will be the same as that during the immediately prior term unless Envisio has provided the Customer written notice of a pricing increase, not to exceed 10% per annum, at least 60 days before the end of that prior term, in which case the pricing increase will be effective upon renewal and thereafter.
5.3 Service Fees
The Customer shall pay Envisio the fees specified on the Order Form (the “Fees”). Fees are based on Purchased Services comprising of subscription fees and implementation fees and are non-refundable. Purchased Services cannot be decreased during the Subscription Term. This Section shall survive any termination or expiration of this Agreement.
5.4 Invoicing and Payment
Billing for the Purchased Services will be in advance on an annual (twelve months) basis. Unless otherwise stated in the Quote, invoiced charges are due on receipt. The Customer is responsible for providing complete and accurate billing and contact information to Envisio and notifying Envisio of any changes to such information. Overdue invoices will incur a 2% per month interest charge. If the Customer fails to pay the invoice within the Due Date, Envisio may, at its sole discretion, declare the Account delinquent (a “Delinquent Account”). This Section shall survive any termination or expiration of this Agreement.
5.5 Applicable Taxes
Envisio shall charge the Customer, and the Customer shall pay to Envisio, all applicable taxes, including any retroactive taxes on past Fees or charges (whether already paid or not) in cases where Envisio is under a legal obligation to collect such tax from the Customer. The Customer shall be responsible for any and all other taxes that the Customer is under a legal obligation to pay. This Section shall survive any termination or expiration of this Agreement.
5.6 30-Day Money Back Guarantee
Within 30 days after the Customer has signed this Agreement, upon the Customer’s written cancellation request, Envisio will refund all subscription fees paid by the Customer. Customer will still be liable for implementation fee and any professional fees in respect of professional services ordered. After 30 days, all Purchased Services are non-refundable and non-cancellable.
6. TERMINATION AND SUSPENSION
6.1 Envisio’s Right to Suspend the Account
Envisio reserves the right to suspend the Customer’s Account and access to and use of the Service under the following conditions:
- the Account becomes a Delinquent Account; or
- Envisio reasonably concludes that the Account is being used to engage in denial service attacks, spamming, or illegal activity, and/or use of the Account is causing immediate, material and/or ongoing harm to Envisio and others.
In the extraordinary event that Envisio suspends the Customer’s access to the Service, Envisio will use commercially reasonable efforts to limit the suspension to the offending portion of the Service and resolve the issues causing the suspension of the Service.
6.2 Termination for Cause/Expiration
Either party (the “Complaining Party”) may immediately terminate this Agreement and all Quotes issued hereunder in the event the other party (the “Breaching Party”) commits a material breach of any provision of this Agreement which is not cured within thirty (30) days of written notice from the non-breaching party.
Such notice by the Complaining Party shall expressly state all of the reasons for the claimed breach in sufficient detail so as to provide the Breaching Party an opportunity to cure such alleged breach and shall be sent to the Breaching Party in accordance with the notice requirements set out in Section 10.8 below.
Upon termination or expiration of this Agreement, Customer shall have no rights to continue use of the Service. If this Agreement is terminated by Customer for any reason other than a termination expressly permitted by this Agreement, then Envisio shall be entitled to all of the Fees due under this Agreement for the entire Term. If this Agreement is terminated as a result of Envisio’s breach of this Agreement, then Customer shall be entitled to a refund of the pro rata portion of any subscription fees paid by Customer to Envisio under this Agreement for the terminated portion of the Term.
6.3 Handling of Customer Data Upon Termination
Effective upon cancellation of the Account, Envisio may deactivate the Account and be entitled to delete the Account and the Customer Data from the Service on the date the Subscription Term expires. The Customer further agrees that Envisio shall not be liable to the Customer nor to any third party for any termination of the Customer’s access to the Service or deletion of the Customer Data, provided that Envisio is in compliance with the terms of this Section 6.3. It is the responsibility of the Customer to obtain a full data export, screen captures and download all necessary reports and any other Customer data, should the Customer wish to keep the data.
7. PRICE AND SERVICE CHANGES
7.1 Software Subscription Fees
Envisio reserves the right to amend the Fees and the nature of the Service offered to the Customer from time to time and in its sole discretion, provided however that Envisio shall not decrease the level of Service or increase the subscription fees by no more than 10% per annum per Subscription until the end of the Subscription Term in effect for the Customer. Envisio shall give the Customer notice of any such changes in the Fees and the Service 60 days in advance of the expiration of the relevant Subscription Term. If the change in Fees is not acceptable to the Customer, the Customer’s sole and exclusive remedy shall be to cancel the applicable Subscription by providing Envisio with written notice of cancellation to firstname.lastname@example.org at least 30 days before to the expiration of the relevant Subscription Term. Continuing to use the applicable Service after the end of the Subscription Term constitutes the Customer’s acceptance of all changes in Fees.
7.2 Implementation Professional Services Fees
Initial Implementation Services, as defined in the Envisio implementation Guide, are quoted at a fixed cost and, unless otherwise stated in the Envisio order form, are scheduled and offered for a period of 12 months from the commencement of the Subscription Term. Envisio will make all reasonable effort to deliver on the full agreed-upon implementation scope during the initial 12-month period. Additional Implementation Services required as a result of add-on feature purchases or as a result of implementation delays outside Envisio’s control during the initial 12-month will be charged at an hourly rate of $175 per person per hour.
8.1 Our Warranties
Envisio warrants that (a) the Service will achieve in all material respects the functionality described in the applicable technical documentation for the Service that is provided from time to time by Envisio to the Customer (the “Help Documentation”), and (b) Envisio will not materially decrease the functionality of the Service subscribed for under a Subscription during the applicable Subscription Term. The Customer’s sole and exclusive remedy for Envisio’s breach of this warranty shall be that Envisio be required to use commercially reasonable efforts to modify the Service to achieve in all material respects the functionality as described in the Help Documentation and, if Envisio is unable to restore such functionality, the Customer shall be entitled to terminate this Agreement and receive a pro-rata refund of the subscription fees paid under this Agreement for the Subscription for the terminated portion of the Subscription Term.
8.2 Disclaimer of Warranty
THE SERVICE AND ANY OTHER PRODUCTS AND SERVICES PROVIDED BY ENVISIO TO THE CUSTOMER ARE PROVIDED “AS IS”, “AS AVAILABLE”, WITH ALL FAULTS AND WITHOUT ANY WARRANTIES, REPRESENTATIONS OR CONDITIONS OF ANY KIND EXCEPT AS EXPRESSLY SET OUT HEREIN. ENVISIO HEREBY DISCLAIMS ALL IMPLIED, COLLATERAL OR STATUTORY WARRANTIES, REPRESENTATIONS OR CONDITIONS, WHETHER WRITTEN OR ORAL, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, NON-INFRINGEMENT, SECURITY, RELIABILITY, COMPLETENESS, ACCURACY, QUALITY, INTEGRATION OR FITNESS FOR A PARTICULAR PURPOSE. WITHOUT LIMITING THE GENERALITY OF ANY OF THE FOREGOING, PROVIDER EXPRESSLY DISCLAIMS ANY REPRESENTATION OR WARRANTY THAT ANY DATA OR INFORMATION PROVIDED TO CUSTOMER IN CONNECTION WITH CUSTOMER’S USE OF THE SERVICE (INCLUDING ALERTS AND RECOMMENDATIONS) IS ACCURATE, OR CAN OR SHOULD BE RELIED UPON BY CUSTOMER FOR ANY PURPOSE WHATSOEVER.
FOR THE PURPOSES OF THIS SECTION 8.2, “ENVISIO” INCLUDES ENVISIO’S DIVISIONS, SUBSIDIARIES, AFFILIATES, SUCCESSORS, PARENT COMPANIES AND THEIR (INCLUDING ENVISIO’S) EXECUTIVES, DIRECTORS, OFFICERS, ATTORNEYS, MANAGERS, EMPLOYEES, CONSULTANTS, CONTRACTORS, AGENTS, AFFILIATES, RESELLERS, THIRD PARTY PROVIDERS, MERCHANTS, LICENSORS AND THE LIKE.
This Section shall survive any termination or expiration of this Agreement.
9. LIMITATION AND EXCLUSION OF LIABILITY
9.1 Limitation of Liability
(a) IN NO EVENT SHALL ENVISIO BE LIABLE TO OTHER PARTY FOR ANY (I) SPECIAL, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES, (II) LOST SAVINGS, PROFIT, DATA, USE OR GOODWILL, (III) BUSINESS INTERRUPTION, EVEN IF NOTIFIED IN ADVANCE OF SUCH POSSIBILITY, OR (IV) PERSONAL OR PROPERTY DAMAGE ARISING OUT OF OR IN ANY WAY CONNECTED TO THIS AGREEMENT, REGARDLESS OF CAUSE OF ACTION OR THE THEORY OF LIABILITY, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE, GROSS NEGLIGENCE, FUNDAMENTAL BREACH, BREACH OF A FUNDAMENTAL TERM) OR OTHERWISE.
(b) IN NO EVENT WILL THE TOTAL AGGREGATE LIABILITY FOR ANY AND ALL CLAIMS IN CONNECTION WITH OR UNDER THIS AGREEMENT EXCEED THE TOTAL AMOUNT OF FEES PAID BY THE CUSTOMER TO ENVISIO IN THE 12 MONTHS PRECEDING THE DATE THE CAUSE OF ACTION FIRST AROSE.
(c) THE PROVISIONS OF SECTION 9.1(A) AND 9.1(B) SHALL NOT APPLY TO THE EXTENT THAT THE CAUSE OF ACTION GIVING RISE TO THE CLAIM ARISES FROM:
- A BREACH OF A PARTY’S CONFIDENTIALITY OBLIGATIONS UNDER THIS AGREEMENT; OR
- CLAIMS FOR FEES OWED TO ENVISIO UNDER THIS AGREEMENT AND ANY COST, EXPENSE OR FEES INCURRED IN THEIR COLLECTION.
THE CUSTOMER SHALL MAKE NO CLAIM, COMPLAINT, OR PROCEEDING AGAINST ENVISIO FOR ANY OR ALL PORTIONS OF THE SERVICES THAT MAY REQUIRE THE DOWNLOADING OF WEB SITE COOKIES FOR THE CUSTOMER TO ACCESS SUCH PORTIONS OF THE ACCOUNT.
FOR THE PURPOSES OF THIS SECTION 9.1, “ENVISIO” INCLUDES ENVISIO’S DIVISIONS, SUBSIDIARIES, AFFILIATES, SUCCESSORS, PARENT COMPANIES AND THEIR (INCLUDING ENVISIO’S) EXECUTIVES, DIRECTORS, OFFICERS, ATTORNEYS, MANAGERS, EMPLOYEES, CONSULTANTS, CONTRACTORS, AGENTS, AFFILIATES, RESELLERS, THIRD PARTY PROVIDERS, MERCHANTS, LICENSORS AND THE LIKE.
This Section shall survive any termination or expiration of this Agreement.
10.1 Interpretation of this Agreement
The term “including,” wherever used in any provision of this Agreement, means “including but without limiting the generality of any description preceding or succeeding such term.” Any rule of construction to the effect that any ambiguity is to be resolved against the drafting party shall not be applicable in the construction or interpretation of this Agreement.
The division of this Agreement into sections/paragraphs, and the insertion of headings/captions, are for the convenience of reference only and shall not affect the construction or interpretation of this Agreement or be deemed a part of this Agreement.
The rights and liabilities of both the Customer and Envisio (collectively, the “Parties”) under this Agreement shall bind and inure to the benefit of the Parties’ respective successors, executors, and administrators, as the case may be.
Neither party may assign this Agreement without written consent of the other, except that Envisio may assign without consent to a related entity or the successor of all or substantially all of the assignor’s business or assets to which this Agreement relates. This Agreement does not create any joint venture, partnership, agency, or employment relationship between the parties, although Envisio reserves the right to name Customer as a user of the Service.
10.4 Governing Law
This Agreement and any other agreement for the Services shall be governed by and construed in accordance with the laws of the State of Washington, without regard to conflicts of laws principles. The United Nations Convention on Contracts for the International Sale of Goods will not apply to this Agreement.
Subject to Section 10.8, any controversy or claim arising out of or relating to this Agreement, or the breach thereof, shall be referred to and finally resolved by arbitration administered by the International Centre for Dispute Resolution in accordance with its International Arbitration Rules. Claims shall be heard by a single arbitrator. The place of arbitration shall be Seattle, Washington. The arbitration shall be governed by the laws of the State of Washington. The language of the arbitration shall be English.
If any provision or portion of this Agreement is found by a court of competent jurisdiction to be unenforceable for any reason, the remainder of this Agreement shall continue in full force and effect.
10.7 Independent Contractors
Nothing in this Agreement shall be construed as creating a partnership or relationship of employer and employee, principal and agent, partnership or joint venture between the parties. Each party will be deemed an independent contractor at all times and shall have no right or authority to assume or create any obligation on behalf of the other party, except as may be expressly provided herein.
The Customer must not, in any way, misrepresent the Customer’s relationship with Envisio, attempt to pass itself off as Envisio, or claim that the Customer is Envisio.
The Customer acknowledges and agrees that money damages are not an adequate remedy for any breach or threatened breach related to Envisio’s rights or the Customer’s use of the Service beyond the rights granted to Customer in this Agreement. The Customer therefore agrees that in addition to other remedies available hereunder, by law or otherwise, Envisio shall be entitled to an injunction against any such breach by the Customer.
10.9 Lack of Appropriations
If Customer fails to receive sufficient appropriation of funds for continuation of this Agreement or like services, Customer may unilaterally terminate this Agreement upon thirty (30) days written notice to Envisio. Non-appropriation of funds as used herein means a level of funding that results in less funding than that which was allocated for the Services in the immediately preceding fiscal year. Customer will not be entitled to a refund or offset of previously paid, but unused fees. Customer agrees not to use termination for lack of appropriations as a substitute for termination for convenience.
Notice to Customer
Any notice to the Customer from Envisio will be sent to the e-mail address of the Administrator, or provided in writing, registered postal service (postage prepaid), or by pre-paid commercial courier delivered to the Customer at the mailing address specified on their Account.
Notice to Company
Any and all notices to Envisio from the Customer must be given by in writing, e-mail, first class postal service (postage prepaid), or by pre-paid commercial courier delivered to Envisio at:
Envisio Solutions Inc.
300-15300 Croydon Drive
Surrey, BC V3Z 0Z5
10.11 Complete Agreement
This Agreement constitutes the complete understanding and agreement between the Customer and Envisio. Except when expressly agreed to the contrary in signed writing by an authorized representative of Envisio, this Agreement supersede any other written (including digitized/computerized) agreement, oral agreement, and/or agreement by conduct. This Agreement or any other specific agreement for the Service between Envisio and the Customer shall each be exclusively between Envisio and the Customer only and shall not confer any rights in any third party.
This Section 10 shall survive and termination or expiration of this Agreement.