Software Licensing Agreement
DigitalMSK Software Licensing Agreement
Effective Date: The date on which the Licensee accepts the Wibbi Proposal document.
Important Notice
This Agreement sets out the terms and conditions on which Wibbi allows access to the DigitalMSK platform.
By accepting the Wibbi Proposal, submitting an online order, creating an account, subscribing for access to the Software, or otherwise accessing or using the Software, the business or person confirms that they have read, understood, and agree to be bound by this Agreement on behalf of themselves or the entity they represent.
If you are accepting the Wibbi Proposal and this Agreement on behalf of a company, organisation, or other legal entity, you represent and warrant that you have full authority to bind that entity to this Agreement. In that case, “Licensee” means that entity.
The Licensee’s identity, registered details, billing details, licence scope, fees, authorised user limits, subscription term, commencement date, and any additional commercial terms provided during the sign-up, subscription, checkout, onboarding, or ordering process shall be found in the Wibbi Proposal and Order Form for the purposes of this Agreement.
If you do not agree to this Agreement, you must not access or use the Software.
This Agreement ("Agreement") is entered into by and between:
Wibbi, an organisation governed by the Business Corporations Act (Quebec), having its head office at 110 boulevard Springer Chapais, Quebec G0W 1H0, Canada, hereinafter referred to as (the “Licensor”);
and
the person or entity accepting the Proposal provided separately by Wibbi (the “Licensee”).
Preamble
WHEREAS, the Licensor has developed a software platform marketed under the name of DigitalMSK (the “Software”) and offers to license its use to the Licensee.
WHEREAS, the Licensee wishes to purchase a licence of the Software from the Licensor to provide it to their members, organisation, or users of their services.
The Licensor and the Licensee agree as follows:
1. Definitions
'Agreement': Refers to this Software Licensing Agreement together with the agreed Order.
‘Authorised Users’ Refers to those users which are authorised by the Licensee to use the Software under its licence up to the maximum number of users as set out in the Order;
'beelineMSK®': Refers to Digitech Innovation Limited trading as beelineMSK®, owner of DigitalMSK content, a company incorporated in Scotland (Company number SC773083) and having its Registered Office at 2f2, 1 Eyre Place, Edinburgh EH3 5ES.
‘Data Protection Laws’ means, as applicable to either party or the data processed using the Software, all applicable laws relating to the processing, privacy and/or use of personal data, including: (a) the General Data Protection Regulation, Regulation (EU) 2016/679,as it forms part of domestic law in the United Kingdom by virtue of section 3 of the European Union (Withdrawal) Act 2018; (ii) the Data Protection Act 2018; (iii) any laws which implement or supplement any such laws; and (iv) any laws that replace, extend, re-enact, consolidate or amend any of the foregoing.
'DigitalMSK': Refers to the mobile application and/or web-based platform known as DigitalMSK, including its features and functionalities.
‘DigitalMSK Privacy Policy’ means the privacy policy setting out how Wibbi collects personal data through the Software and uses this personal data accessed at URL Privacy Policy, as updated from time to time;
‘End User DigitalMSK Terms’ means the terms and conditions applicable to individual users of the Software and accessed at Terms & Conditions, as updated from time to time.
‘Intellectual Property’: means any and all copyright, rights in inventions, patents, know-how, trade secrets, trade-marks and trade names, service marks, design rights, rights in get-up, GUIs, database rights and rights in data, semiconductor chip topography rights, utility models, domain names and all similar rights and, in each case: (i) whether registered or not; (ii) including any applications to protect or register such rights; (iii)including all renewals and extensions of such rights or applications; (iv) whether vested, contingent or future; and (v) wherever existing.
‘Licence Fee’: the fee payable by the Licensee for a licence to use the Software, as set out in the Order;
‘Order’: Refers to the order submitted by the Licensee for the and accepted pursuant to this Agreement which sets out the specific commercial terms for the grant of the licence to the Software, in substantially the form set out in the Schedule;
‘Patient’: Refers to an individual whose details are inputted into the Software to obtain an assessment;
'Software': Refers to the DigitalMSK software platform for the analysis of potential musculoskeletal problems, created and owned by Wibbi (whether accessed by mobile application or via web-based access or as a standalone software application)
'User': Refers to an individual end-user who uses the DigitalMSK Software provided by the Licensee.
'Wibbi': Refers to 9082-5902 QUEBEC INQ, trading as Wibbi, owner of DigitalMSK platform, being the Licensor.
2. Software Licence Grant
2.1 The Licensee shall be required to submit an Order for their licence to the Software. The Licensor shall not be bound to accept such Order or to provide the Software unless and until such Order has been signed by both parties. The Licensor reserves the right to reject any Order at its sole discretion. In the event of any conflict between the terms of the agreed Order under and the terms of this Agreement, the terms of the Order shall prevail to the extent of the conflict.
2.2 Pursuant to the agreed Order and subject to the Licensee paying the Licence Fee, Licensor shall grant the Licensee a non-exclusive, non-transferable, limited licence to use the Software as set forth in this Agreement. The licence and Software will be supplied to the Licensee for the duration of the licence.
2.3 The Licensee shall not be permitted to sublicense the Software to any third party. Notwithstanding the foregoing, the Licensee may grant access to and use of the Software to its Authorised Users, up to the maximum number of Authorised Users permitted to access and use the Software under the Licensee’s licence, as set out in the Order.
2.4 Each Authorised User may themselves input, or authorise a Patient to input, the details of a Patient into the Software.
2.5 Attribution
The Licensee acknowledges and agrees that the Licensor shall be entitled to display the words “Powered by Wibbi” (and such associated logo, trademark or branding as the Licensor may reasonably determine) on the interface of the Software. The Licensee shall not remove, obscure, or alter such attribution, and shall ensure that all users of the Software see the attribution as intended by the Licensor.
3. Restrictions on Use
3.1 The Licensee shall not reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code of the Software, nor use the Software to develop a competing product. The Licensee shall not modify, copy, duplicate, reproduce, licence or sublicence the Software, or transfer or convey the Software or any right in the Software to any third party other than its Authorised Users without the prior written consent of The Licensor.
3.2 The Licensee shall not, and shall ensure its Authorised Users do not, share any access credentials of the Licensee and/or its Authorised Users with any third party or permit more than one person to access the Software using a single Authorised User account, unless otherwise agreed to in writing by the Licensor.
4. Ownership of Intellectual Property (IP)
4.1 Software Source Code. The Licensor is the sole owner of the Software source code. The Licensee obtains no right with regards to the source code of the Software and is authorised to use the Software as per this Agreement.
4.2 Content IP. All rights in the content forming the clinically validated pathways of the self-assessment tool made available as part of Software and the documentation forming part of the Software, including copyright in all material related to such content, remain the sole property of beelineMSK®. The Licensee has no ownership claims to the Software or its content under this Agreement. However, the Licensee shall own output of any analysis of a Patient generated by the Software.
All rights, title, and interest in and to the Licensor’s and/or beelineMSK®’s trademarks, service marks, trade names, logos, and branding (including “Powered by Wibbi”) remain vested exclusively in the respective owner. Except as expressly set out in this Agreement, the Licensee acquires no rights in such marks and shall not use them without the prior written consent of the Licensor.
4.3 Custom Visual Design. Notwithstanding clause 4.2, if beelineMSK® and/or Wibbi is requested by the Licensee to provide a custom visual design or user interface for their instance of the Software (and pays the Design Fee in full in accordance with clause 5.5), the Licensee (or its third party licensors) shall retain all rights in and to any text, images, video and other materials provided by it (“Licensee Materials”) for the purposes of incorporating the same into the design and user interface of the Licensee’s Software instance, the Licensee grants to Wibbi and beelineMSK® a fully paid up, royalty-free, worldwide, transferable (to any successor in whole or in part of the business of Wibbi and beelineMSK®) licence to use such Licensee Materials for these purposes. Notwithstanding that the Licensee requests such customisation, the parties agree that the words ‘Powered by Wibbi’ will be placed on the Software interface to acknowledge the role of the Licensor.
4.4 The Licensee warrants and represents that:
4.4.1 it has all necessary rights, licences, consents and permissions, to provide the Licensee Materials to Wibbi and beelineMSK® and for Wibbi and/or beelineMSK® to make use of the same for inclusion in the Software;
4.4.2 the use of such Licensee Materials by Wibbi and/ beelineMSK® and/or the inclusion of the same in the Software by Wibbi and/or beelineMSK® shall not infringe the Intellectual Property rights of any third party.
4.5 The Licensee shall indemnify and hold harmless the Licensor and beelineMSK® and each of their respective affiliates, officers, directors, employees and agents from and against any and all claims, liabilities, damages, losses, costs and expenses (including reasonable legal fees) arising out of or in connection with any breach of the warranties set forth in clause 4.4, including but not limited to claims that the Licensee Materials or the use of the same by Wibbi and/or beelineMSK® infringes the Intellectual Property rights of any third party.
5. Cost of the Software
5.1 The annual Licence Fee is as set out in the Order.
5.2 The payment terms for the Licence Fee shall be as follows:
the first instalment of the Licence Fee as set out in the Order is payable 30 days in advance of the commencement date for the subscription as set out in the Order by bank transfer to the bank details noted by the Licensor in its invoice or otherwise specified by the Licensor (including by email) for this purpose. This fee is due on the payment date specified in the Order and includes the first month of the Software licence; and
thereafter the balance of the Licence Fee will be payable by 11 equal monthly instalments, payable monthly in advance by direct debit and due by the monthly anniversary payment date set out in the Order.
5.3 The Licence Fee shall be subject to annual adjustment on each anniversary of the Effective Date, in line with changes in the Consumer Prices Index (CPI) published by the Office for National Statistics (or any successor index). The adjustment shall be calculated by applying the percentage change in the CPI over the preceding 12-month period, measured from the most recently published CPI figure available at the time of adjustment. For the avoidance of doubt, no downward adjustment shall apply in the event of a negative CPI movement.
5.4 If the Licensee requests a change to the scope of the Licence, including but not limited to an increase in the number of Authorised Users, expansion of functionality, addition of modules, or extension to new business units or territories, the Licensor shall assess the impact of such change on the Licence Fee. The Licensor shall provide the Licensee with a revised Licence Fee proposal reflecting the adjusted scope. Any such change shall only take effect upon written agreement of both parties and the change the Licence Fee shall take effect from such date, including agreement on the revised Licence Fee. Until such agreement is reached, the Licensee’s licence to the Software shall continue on the existing terms.
5.5 The Licensee may request to Wibbi that the user interface and general appearance of the Licensee’s and its Authorised Users’ instances of the Software is customised to reflect the Licensee’s branding and/or preferred user interface requirements. If this is agreed to in principle by Wibbi, the parties shall confer to agree the payment of an additional fee to be paid by the Licensee for such design elements (the “Design Fee”). The work in customising the Software shall be undertaken by the Licensor in accordance with the following terms:
5.5.1 the Licensor shall have no obligation to undertake any such design works unless and until the Design Fee and the payment terms for the Design Fee are agreed to in writing between the Licensee, Wibbi and beelineMSK® and the Design Fee has been paid in full;
5.5.2 the scope of the design works, timeline and specification for the agreed design works shall be agreed in writing between the Licensee and the Licensor and once agreed, cannot be varied by the Licensee other than with the express written agreement of the Licensor subject to any variation to the Design Fee to cater for the amended scope and timelines for delivery;
5.5.3 the Licensee shall promptly provide on request by the Licensor all Licensee Materials in the form (including providing all Licensee Materials in a file type and format required by the Licensor to incorporate these into the Software) as required to undertake and complete the design works; and
5.5.4 the Licensor shall not be liable for any failure to complete such design works to the agreed specification or in accordance with any agreed schedule where the reason for such failure is caused by or contributed to any act or omission of the Licensee or any person acting the Licensee’s behalf.
6. Implementation Details
On payment of the first instalment of the Licence Fee, the Licensee will provide the Licensor with all necessary documentation (e.g., landing page content, report structure, email content) for integration into the Licensee’s instance of the Software. This documentation is required a minimum of one month prior to the instance launch. The Licensor will commence integration following payment of the first instalment of the Licence Fee unless otherwise agreed in writing between the parties.
7. Software Provision and Roles
The license and Software will be supplied to the Licensee under the following terms:
7.1 Licensee Access: Authorised Users will receive access to the Software dashboard to use and analyse data for better understanding of usage and their member population.
7.2 Access Termination: Should an Authorised User leave the Licensee's organisation, their access to the Software will be promptly terminated. It is the Licensee’s responsibility to inform the Licensor that a staff member has left.
7.3 The Software provided under this Agreement includes:
DigitalMSK software.
Platform features, including triage and nudges.
8. User Data and Privacy
8.1 in this clause 8, the following terms and expressions have the meanings given to them in Data Protection Laws: ‘Controller’; ‘Data Subject’; ‘personal data’; ‘Processor’; ‘process’ and similar terms such as ‘processing’ and ‘processed’;
Both parties agree to comply with all applicable Data Protection Laws in relation to the processing of personal data under this Agreement.
8.1 The collection, processing, storage, and usage of any data provided by the User (including data inputted by a Patient or in respect of a Patient) in connection with this Agreement and the use of the Software ("User Data") shall be governed by the DigitalMSK Privacy Policy and the End User DigitalMSK Terms.
8.2 The Licensee acknowledges that they have read, understood, and agree to direct their members and Authorised Users to the current versions of the DigitalMSK Privacy Policy and the End User DigitalMSK Terms for details on User Data practices, including but not limited to the terms and conditions of Authorised Users’ individual use of the Software, data types collected, purposes of use, security measures, and User rights.
The Licensee is responsible for:
8.3.1 ensuring that Authorised Users are aware of and consent to the End-User DigitalMSK Terms and the DigitalMSK Privacy Policy and that Users accept the DigitalMSK Terms before accessing the assessment.
8.3.2 providing Authorised Users with access to the Software.
8.3.3 ensuring that it has informed Data Subjects about the use of the Software to process their personal data and the processing activities undertaken by the Licensor in respect of their personal data and directed them to the DigitalMSK Privacy Policy– Users must accept the DigitalMSK Privacy Policy before accessing the assessment.
8.3.4 handling Authorised User support in respect of the use of the Software and any issues encountered by Authorised Users in their use of the Software within their organisation in accordance with clause 9.1 (unless an alternative support model is agreed by the Licensor in writing).
8.4 The Licensee acknowledges that where they request a Data Subject to provide personal data (in regards to their injuries or physical rehabilitation or otherwise) to be input into the Software either by the Data Subject or by the Licensee or its Authorised Users on the Data Subject’s behalf, they are acting as the Controller of such personal data as they are determining the purpose and means of processing that Data Subject’s personal data. In this instance, the Licensor is the Processor of such personal data, and shall process such personal data using the Software for the for the purposes of providing the healthcare analysis and reporting function of the Software.
8.5 The Licensor will process the personal data of Data Subjects for the purposes of anonymising such personal data. The parties agree that in respect of this activity the Licensor is the Controller of this personal data and may freely retain and use such anonymised personal data as it sees fit indefinitely.
8.6 It is acknowledged and agreed that Wibbi and/or beelineMSK® may anonymise all data relating to a Patient and shall be entitled to deal with such data as they wish.
9. Service Level Agreement
Tier 1 Support
The Licensee shall be responsible for providing first-line (“Tier 1”) support to its end-users of the Software. Tier 1 support shall include assisting users with:
(a) registration and account creation;
(b) access, login, and password reset issues;
(c) navigation and use of the Software’s standard features; and
(d) addressing user queries relating to the Licensee’s own services or clinical processes.
The Licensee shall use reasonable efforts to resolve such issues in the first instance. Where an issue cannot be resolved through Tier 1 support and is determined to relate to a technical fault, defect, or underlying operation of the Software, the Licensee shall escalate the matter to the Licensor.
This clause 9 sets out the Licensor’s Service-Level Agreement which identifies the services required, and the expected level of services to be provided by the Licensor, for as long as the Licensee agrees and uses the Software, subject to review and renewal.
Service Commitment
9.1 Availability
The Licensor will use commercially reasonable efforts to make the Software accessible and operational at least 99% of the time during each calendar month (not including periods for scheduled or unscheduled maintenance), subject to any exclusions set forth in this clause 9.
9.2 Customer Service
The Licensor will be available for customer service and support for its clients Monday - Friday from 7am - 9pm EST. Outside of these hours, clients are able to email the support staff or their account manager. Emails that are sent to the Licensor during these working hours, will be answered within a 1-2hour window. During the weekend or on public holidays, any email enquiries will be dealt with on the following Monday. In addition, periodic meetings (including virtual meetings) with the Licensor and beelineMSK will be arranged at times mutually agreed by all parties to provide opportunity for feedback and support.
9.3 Service level Response Times
9.3.1 Major incidents will be known in a few minutes and investigation and diagnosis will start immediately. Our investigation and diagnosis time objective is 15 minutes. Our uptime during the last 5 years has been greater than 99%.
9.3.2 For smaller issues, an evaluation will be made by the technical and management team. The resolution time and process will be decided individually for each issue.
9.3.3 In the case where a downtime or an incident occurs, the CEO and CTO are immediately notified and take appropriate actions depending on the nature of the event. Also, the customer support team will be notified to ensure clear and updated information is relayed to the Licensee.
9.4 Exclusions
9.4.1 The following disruptions are specific exclusions to this agreement, and do not provide a means to obtain compensation:
9.4.1.1. Minimal Downtime. Any intermittent interruption and/or downtime for a period equal or less than ten (10) minutes.
9.4.1.2. Maintenance Downtime. Any occasional, scheduled or not, maintenance of the Software to, but not limited to, add resources, upgrade the Software, install security patches, or any other such events. The Licensor is committed to ensure such maintenance will typically occur during periods of lowest or lowest anticipated system usage. The Licensor is committed to provide reasonable notifications to the Licensee before such maintenance takes place. The Licensor will deploy reasonable efforts to reduce the impact of such maintenance. User experience at such times may be impacted - certain components of the Platform may be offline, or may be operating at reduced capacity levels, or may be operating in less redundant modes.
9.4.1.3. External Factors. The Licensor may not be held accountable for events beyond the Licensor’s reasonable control, including, but not limited to, power outages, external forces affecting the reliability of the internet, and computer systems or other devices through which the Licensee or its Authorised Users access the Software.
9.4.1.4. Service Level Review. The Licensor will review its service levels annually. The Licensor will determine any changes that should be made to improve or upgrade their service level agreement to their clients. This could include without limitation: (i) adding, deleting or changing the service level to reflect operational or technical improvements to the Service level agreement; and/or (ii) adding, deleting or changing the service level to reflect in the Licensor’s client operations.
9.5 Training strategies
The Licensor will provide, at no cost to the Licensee or Authorised Users, full training on the use of the Licensor’s software. Authorised Users will be provided, through the program, a help guide and a video tutorial. The Licensor will also provide where needed an online training with the Licensor’s implementation team. Authorised Users will be sent an email with a link to secure a time and date for their training. Training online can be done in groups or individually as needed by the Licensee at a convenient time to fit in with its schedule.
9.6 Implementation
The Licensor will provide at no cost to the Licensee and its Authorised Users of the software: The Set up, Implementation and roll out of the Software. This will include training, setting up licences, adding Authorised Users to the Software, sending logins to users, branding the software to the client and locations. The Licensor will work with department heads, area management or at the local levels. The Licensor will work with its clients to implement in a way whereas all parties involved have agreed to the implementation plan.
9.5 This Service Level Agreement is subject to changes and updates when the Licensor deems it necessary.
10. Warranty
10.1 The Software is not a substitute for professional medical advice, diagnosis, or treatment. Authorised Users should always seek the advice of a physician or other qualified health provider with any questions regarding a medical condition.
10.2 The Licensor and beelineMSK make no guarantees or representations that the Software will result in improved health outcomes or accurate reports, and give no warranty or undertaking as to the suitability of the Software for the Licensee’s or any Authorised User’s specific purposes. While all reasonable efforts are made to avoid the Software causing damage or being misleading, neither the Licensor or beelineMSK® will be held responsible for any loss, damage or inconvenience caused by inaccuracies in the Software and its data.
11. Limitation of Liability
11.1 Subject to clause 11.4, the Licensor shall not be liable for any indirect, consequential or special losses.
11.2 Subject to clause 11.4, the Licensor’s entire liability to the Licensee for all claims made in respect of or in connection with this Agreement whether in contract, for misrepresentation (other than fraudulent misrepresentation), delict (including, but not limited to, negligence) or under statute and however and whenever arising shall not exceed the total sums Licence Fee paid by the Licensee in the 3 months immediately preceding the date of the event first giving rise to such liability.
11.3 Subject to clause 11.4, the Licensor shall not be liable for any of the following losses (whether direct or indirect): loss of business, data, profits, revenue, goodwill, use, or anticipated savings or damage suffered arising from any use, or inability to use, the Software or from any breach of this Agreement (including the service levels) (whether or not the Licensee or any of its Authorised Users were advised of, or knew of, the possibility of such losses) or loss or damage to the other party's data or records whether arising from negligence or otherwise.
11.4 Nothing in this Agreement shall limit or exclude a party’s liability for: (i) death or personal injury caused by that party’s negligence; (ii) fraud or fraudulent misrepresentation; or (iii) any other liability which cannot be excluded or limited under applicable laws in the United Kingdom.
12. Indemnification
12.1 The Licensor shall indemnify the Licensee, its partners, officers, directors, and employees against all claims, actions, liabilities, losses, damages, and reasonable expenses suffered or incurred by the Licensee as a result of or arising out of all or any part of any third-party claim that the Licensee’s use of the Software infringe or misappropriate any third-party Intellectual Property rights (provided that this indemnity shall only apply to the extent the reason for such claim does not relate in whole or in part to the use of Licensee Materials in the Software).
12.2 The Licensee shall indemnify the Licensor and beelineMSK® , and their respective partners, officers, directors, employees and agents against all claims, actions, liabilities, losses, damages and reasonable expenses (including reasonable legal expenses) suffered or incurred by such indemnitees as a result of or arising out of all or any part of (i) any third-party claim that the indemnitees’ use of any Licensee Materials infringe or misappropriate any third-party Intellectual Property Rights; or (ii) any breach of clause 4 by the Client.
12.3 The Licensee also agrees to indemnify and hold harmless the Licensor and beelineMSK® from any claims arising from the Licensee's use of the Software or their breach of this Agreement.
13. Duration
The initial licence period is as set out in the Order. Thereafter, the Agreement will automatically renew for successive 12-month periods at the Licensor’s then-current Licence Fee, unless either party provides at least 2 months’ written notice of termination prior to the end of the then-current subscription period. For the avoidance of doubt, if the Licensee ceases to use the Software or to make this available to its Authorised Users during the term of this Agreement (including any renewal period), the Licensee shall remain liable for all fees due for the entire duration of the then-current term.
14. Termination
14.1 Either party may terminate this Agreement at the end of the Licensee’s current subscription period by giving not less than 2 months written notice to the other party prior to the expiry of the Licensee’s current subscription period.
14.2 Either party may terminate this Agreement with immediate effect by giving written notice to the other party if:
14.2.1 that other party commits a material breach of this Agreement, which is incapable of remedy, or if capable of remedy, fails to remedy such breach within 10 days of being notified to do so by the non-defaulting party; or
14.2.2 that other party ceases to trade or undergoes (or in the reasonable opinion of the terminating party is likely to undergo) an event in insolvency or bankruptcy.
14.3 Upon termination of this Agreement for any reason:
14.3.1 the Licensee and its Authorised Users’ rights to use the Software shall immediately cease;
14.3.2 the Licensee shall immediately cease to use and irrevocably delete or erase all copies of the Software in its possession; and
14.3.3 any unpaid portion of the Licence Fee at the termination date shall immediately become due and payable.
15. Confidentiality
15.1 Definition. "Confidential Information" means any non-public business, technical, or financial information disclosed by one party (the "Disclosing Party") to the other (the "Receiving Party") under this Agreement, or otherwise learned during its performance, including but not limited to, trade secrets, software, plans, data, and Intellectual Property. It excludes information that is or becomes publicly available without fault of the Receiving Party, was known prior to disclosure, obtained from a third party without restriction, or independently developed.
15.2 Obligations. The Receiving Party agrees to: (a) hold Confidential Information in strict confidence; (b) use it solely for purposes of performing this Agreement; (c) not disclose it to any third party, except to employees or agents who need to know the relevant Confidential Information for the purposes of the performance of the Receiving’s Party’s obligations under this Agreement who are bound by similar confidentiality obligations; and (d) take reasonable steps to protect it from unauthorised use or disclosure.
15.3 Required Disclosure. If compelled by law to disclose Confidential Information, the Receiving Party shall, if legally permissible, provide prompt written notice to the Disclosing Party to allow seeking a protective order. Only the minimum amount required by law shall be disclosed.
15.4 Survival. Obligations under this Section survive termination for five (5) years.
16. Force Majeure
Neither party will be liable for failure or delay in performance to the extent caused by circumstances beyond its reasonable control (e.g., natural disasters, war, strikes) that might prevent them from fulfilling their obligations. Inability of the Licensee to pay the Licence Fee is not a circumstance beyond its reasonable control for the purposes of this clause.
17. Governing Law
This Agreement shall be governed by and construed in accordance with the laws of England, and all disputes shall be subject to the exclusive jurisdiction of the courts of England.
18. Dispute Resolution
Disputes arising from this Agreement shall first undergo good faith negotiation between senior management for thirty (30) days. If unresolved within sixty (60) days, either party may request mediation in a neutral jurisdiction (costs shared). If mediation fails within ninety (90) days, legal remedies apply. This Section does not prevent seeking injunctive relief to protect intellectual property or prevent irreparable harm.
19. Notices
19.1 Method of Notice. All required notices under this Agreement shall be in writing and deemed given: (a) upon personal delivery; (b) at 9.00am local time in place of receipt on the next business day after sending by email (with confirmation); (c) at 9.00am local time in place of receipt on the second business day following deposit with overnight courier (with proof); or (d) at 9.00am local time in place of receipt on the fifth business day after mailing by certified/registered mail.
19.2 Contact details.
Licensor: (Wibbi):
Address: 9082-5902 QUEBEC INQ t/a Wibbi 110 boulevard Springer Chapais, Qc G0W 1H0 Canada
Email: etienne@wibbi.com Attention: Etienne Gobeil
Licensee: As per Wibbi Proposal
20. Assignment
Neither party may assign or transfer its rights or obligations under this Agreement without the other's prior written consent, not to be unreasonably withheld. However, either party may assign it to an affiliate or in connection with a merger, acquisition, or asset sale, provided the assignee agrees to comply with this Agreement. Any attempted assignment in violation hereof is void.
21. Entire Agreement
This Agreement, and any documents entered into pursuant to it, constitutes the entire agreement between the parties regarding its subject matter. It supersedes all prior understandings, agreements, and communications, whether oral or written.
No modification or waiver is effective unless in writing and signed by both parties.
22. Severability
If any provision of this Agreement is held invalid or unenforceable, it shall be severed, and the remaining provisions will remain in full force and effect. The parties agree to replace any invalid provision with a valid, enforceable one that best achieves its original purpose.
23. Disclaimer of Third-Party Claims
The self-assessment tool made available as part of the Software collates relevant information about pain or symptoms of Patients input by Users, then provides general information that may be helpful to individuals with similar symptoms in the form of a self-assessment report. Any self-assessment report generated by the Software is for information purposes only and is not a substitute for professional medical advice, diagnosis, or treatment. The self-assessment tool is not a diagnostic tool and is inappropriate for managing medical emergencies or urgent medical conditions. Neither the Licensor nor beelineMSK® shall be liable for acts or omissions, decisions, representations or clinical interpretations made by any person which are based on or made in reliance of the information contained in any self-assessment reports.
With the exception of beelineMSK®, no person other than party to this Agreement shall have any right to enforce any of its terms.
Additional Terms
1. The Licensee agrees to permit the Licensor to provide and operate an online booking portal accessible to end-users at the conclusion of each assessment carried out using the Licensee’s instance of the Software.
2. The Licensor shall be entitled to engage a third party to deliver a virtual physiotherapy service and manage, maintain, and commercially exploit the booking portal, subject to compliance with all applicable laws including Data Protection Laws.
3. The Licensee shall not be liable for any costs, expenses, or liabilities arising from the operation of the booking portal, which remain solely the responsibility of the Licensor. All Intellectual Property rights in the booking portal shall remain the exclusive property of the Licensor.
4. The Licensee shall not do or permit anything to be done by its Authorised Users which may inhibit the use of the booking portal by Patients. If the booking portal becomes inaccessible through the Software for any reason, the Licensee shall promptly notify the Licensor as soon as possible on becoming aware of such unavailability.