Terms and Conditions

Welcome to Relion. We hope that you will enjoy and appreciate using our “Services”, which include (i) visiting our website at https://www.relioncharging.com/, including all subdomains, present and future (the “Website”); and (ii) using our online “Platform”, which provides our customers with access to our end-to-end EV charging infrastructure O&M online solution.

These terms and conditions (the “T&Cs”) are for the use of the Platform developed and owned by 12989981 Canada Inc., d.b.a. Relion (“Relion”), a Canadian corporation located in the province of Quebec, Canada with a registered office at 2200 Stanley Street, Montréal, Québec, H3A 1R6. These T&Cs are entered into between Relion and the entity (“Customer” or “you”) identified in the applicable order form, statement of work, purchase order, or any other agreement signed by you and Relion that makes references to these T&Cs (the “Order Form”). These T&Cs come into effect on, and all the terms herein shall be deemed accepted by, the last date of signature of the Order Form.

Where these T&Cs refer to “Relion”, they may refer to Relion and / or its affiliates, and their respective shareholders, officers, directors, employees, agents, partners, principals, representatives, successors, and assigns (collectively “Representatives”), depending on the context. Any reference to “we”, “our”, or “us” in these T&Cs shall also refer to Relion and / or its Representatives. 

Additional definitions shall be made throughout these T&Cs, but they will be recognizable as they will be capitalized, bolded and in quotation marks.

If you have any questions about these T&Cs, please contact [email protected]. If you have any questions about our Services, please contact [email protected].

3.1 License. Subject to these T&Cs and the applicable Order Form, Relion grants you a non-exclusive, personal, non-transferable license, without the right to sublicense, to access and use the Platform for the Subscription Term (as defined below). 

3.2 Updates and Upgrades. All updates and upgrades to the Platform shall be made available to you as they are generally made available to all of Relion’s customers. Relion reserves the right to charge additional Fees (as defined in Section 11) for new Platform functionalities, as they are introduced. 

You are responsible for all use and misuse of the Platform by your employees, contractors or consultants (collectively, the “Users”), their breach of these T&Cs or their breach of the end user license agreement accepted by your Users upon the creation of their account on the Platform, and you shall indemnify Relion for any damages, costs and expenses suffered as a result of such use, misuse or breach. 

Relion shall provide implementation services to Customer in connection with its initial access to the Platform. Following implementation, Relion offers Platform support in the form of email and ticketing support (the “Support Services”). Relion provide Support Services on weekdays during the hours of 8:00 am through 5:00 pm (EST), with the exclusion of federal holidays in the United States and Canada (the “Support Hours”). Customer may initiate a support ticket during Support Hours by emailing [email protected]. Relion’s support ticketing system is powered and operated by HubSpot. Relion will use commercially reasonable efforts to respond to all support tickets within one (1) business day.

6.1 Security. It is your responsibility to (i) ensure the confidentiality of the Users’ user identifications and passwords; (ii) restrict and protect access to your equipment (hardware and software) required to access and use the Platform; (iii) have and maintain in place Malicious Code protection software and security for all of your systems and data, including firewalls, passwords, physical security and access control policies. For the purpose of these T&Cs, “Malicious Code” means viruses, worms, time bombs, Trojan horses and other harmful or malicious code, files, scripts, agents or programs. 

6.2 Third-Party Access. If, in connection with Customer’s Platform access and use of the Services, Customer grants Relion access to third-party platforms, tools, equipment or systems (“Third Party Access”), whether virtually or in person, Customer assumes all risks associated with granting such access. Customer acknowledges that such Third-Party Access may introduce or result in potential vulnerabilities to the applicable platform, tool, equipment or system, including, but not limited to, inadvertent data manipulation or security breach, for which Relion disclaims all liability. 

6.3 Personal Information. You represent and warrant that (i) you will comply with all applicable data protection laws; and (ii) in accordance with all applicable data protection laws, you are authorized (having provided all necessary notices and obtained all necessary consents) to disclose any personal information (of Users or otherwise) that you disclose or otherwise provide to Relion.

6.4 Personnel and Fieldwork. You are solely responsible for all fieldwork and related activities resulting from the use of the Platform. This responsibility includes, but is not limited to: (i) ensuring that all manufacturers, third-party service providers or employees tasked with field interventions possess the necessary training, certifications, tools, and expertise required to safely and competently perform their duties; and (ii) verifying that any tasks, procedures, recommendations or work orders generated by the Platform are independently reviewed and assessed by Customer for safety and feasibility.

6.5 Validation and Recommendations. Diagnostics, standard operating procedures (“SOPs”), work orders or any other recommendations provided by Relion via the Platform are intended solely as suggestions and guidance for Customer. You agree and acknowledge that:

(i) The recommendations generated by the Platform are not a substitute for Customer’s independent professional judgment or expertise; and

(ii) You are solely responsible for reviewing and verifying the accuracy, completeness, and applicability of any diagnostics, work orders, or SOPs prior to their implementation. By proceeding with their use, you acknowledge and accept all associated risks, and you waive any claims against Relion for errors, omissions, or consequences arising from reliance on such materials. 

Any right to use or exploit the Platform not expressly licensed to you in these T&Cs is strictly prohibited and all rights not expressly set out in these T&Cs are reserved by Relion. You will take all reasonable measures to prevent the Platform being accessed or used by anyone other than the Users. Except as provided herein, you may not (i) loan, rent, lease, transfer, convey, assign, sell or distribute the Platform or grant sublicenses for the Platform or any part thereof; (ii) modify, combine or distribute the Platform (or any part thereof) with any other software or code in a manner which would subject the Platform to open source license terms; (iii) use the Platform to store or transmit infringing, libellous, or otherwise unlawful or tortious material, or to store or transmit material (including Customer Data, as defined below in Section 10.2) in violation of third party privacy rights; (iv) use the Platform to store or transmit Malicious Code; (v) interfere with or disrupt the integrity or performance of the Platform; (vi) copy, frame or mirror any part or content of the Platform, other than copying or framing on your own intranets or otherwise for your own internal operational purposes; (vii) reverse engineer, decompile or disassemble the Platform or attempt to gain unauthorized access to the Platform or Relion’s systems or networks; or (ix) use or access the  Platform in order to build a competitive product or service, or copy any features, functions or graphics of the Platform. 

In addition to the more specific rules found elsewhere in these T&Cs, by virtue of the license granted to you herein, you agree to:

(i) Not use the Platform in any manner that in any way violates these T&Cs, the Order Form or any other applicable Relion policy that is made available to you in writing;

(ii) Not download, remove, or attempt to extract any content from the Platform, unless it is explicitly made available for download as part of the Platform’s features, including, but not limited to, data sheets, user guides, logs and diagnostics, reports, and CSV exports; 

(iii) Not harvest or scrape any content from the Platform; 

(iv) Not use the Platform in any manner that violates any intellectual property rights of Relion or any third party;

(v) Not use the Services in any manner to propagate software viruses, Trojan horses, worms, or any other malicious or non-malicious computer code, files, or programs that are designed or intended to disrupt, damage, limit, or interfere with the proper function of any software, hardware, or telecommunications equipment in any form, whether belonging to Relion or a third party, or to damage or obtain unauthorized access to any system, data, password, or other information (whether personal information or not) of Relion, other Users, or any other third party;

(vi) Not: (1) take any action that imposes or may impose (as determined by Relion in its sole discretion) an unreasonable or disproportionately large load on Relion’s (or its third party providers’) infrastructure; (2) interfere, or attempt to interfere, with the proper functioning of the Platform; or (3) bypass any measures Relion may use to prevent or restrict access to the Platform or any element thereof;

(vii) Not use the Services or Platform to launch any denial of service (DoS) attacks;

(viii) Not use the Services or Platform to in any way collect information (whether personal information or not) of any third party or in violation of our Privacy Policy (as defined below);

(ix) Not interfere with any third party’s use or enjoyment of the Platform; 

(x) Not do anything or encourage conduct that would constitute a criminal offense or give rise to civil liability, or is any way unlawful, abusive, illegal, fraudulent, or harmful to any third party;

(xi) Not attempt to do any of the foregoing prohibitions; and

(xii) Use the Platform in good faith, and in compliance with all applicable local, provincial or state, national, and international laws, as well as all standards of professional practice applicable to you.

Subject to service availability from Relion’s hosting providers, Relion will use reasonable commercial efforts to ensure that you have access to the Platform at all times. Notwithstanding the foregoing, you acknowledge and agree that Relion may suspend your access to or use of the Platform (i) for routine maintenance; (ii) if Relion detects fraud, a security breach or any other similar threat that causes, or that could cause, in Relion’s reasonable opinion, damage to the Platform or any Customer Data (as defined below); or (iii) if Relion’s hosting providers suspend their services to Relion. Any suspension by Relion of the Platform in application of this section shall not release you from your payment obligations under these T&Cs. Relion will use commercially reasonable efforts to (a) minimize interruptions for routine maintenance and to schedule such maintenance at non-peak hours; and (b) in connection with point (ii) above, restore your access to the Platform as soon as possible after the suspension. In addition,  you acknowledge and agree that, as the Platform is accessible via the internet, it is therefore subject to limitations, security vulnerabilities, delays and other problems inherent to the operation of the internet and other electronic communications and that Relion and/or its licensors will not be liable or responsible to you for any such delays, interruptions, security problems, delivery failures or other damage resulting from such problems. 

10.1 Proprietary Website and Platform. You acknowledge that: (i) the Website and the Platform contain proprietary and confidential information that is protected by applicable intellectual property and other laws; and (ii) Relion, its Representatives and/or third parties (via license or otherwise) own all rights, title, and interest in and to the Website and the Platform and any content that may be presented or accessed through the Website and the Platform, including, without limitation, all Technical Platform Data and all Intellectual Property Rights therein and thereto (but excluding any Customer Data, as defined and described below). All rights not specifically granted under these T&Cs are reserved to Relion and its licensors. “Intellectual Property Rights” means any and all rights existing from time to time under patent law, copyright law, trade secret law, trademark law, unfair competition law, any and all other proprietary rights and any and all applications, renewals, extensions, and restorations thereof, now or hereafter in force and effect worldwide, whether registered or not. 

The content, arrangement and layout of the Website and the Platform, including, but not limited to, its trademarks, logos, layouts, designs, images, text (in the form of plain text, HTML or PDFs) and Computer Code, are proprietary to Relion, either owned or under license, and may not be copied, imitated, reproduced, displayed, distributed, transmitted, decompiled, or otherwise used without the express permission of Relion or as permitted by these T&Cs.  Any unauthorized use of the content, arrangement or layout of the Website, the Platform or any related Computer Code, logos, layout, design, images, text or trademarks or any portion of or derivative works thereof, may violate civil or criminal laws, including, but not limited to, intellectual property laws, and Relion may take action accordingly.

The above paragraph further applies to third party property used as part of the Website and the Platform, including, but not limited to, third party Computer Code. For the purposes of the present section, “Computer Code” includes, but is not limited to, source code in any programming language, object code, frameworks, CSS, PHP, JavaScript or similar files, templates, modules, or any similar files, and related documentation.

10.2 Customer Data. Relion acknowledges and agrees that you own all rights, title and interest in and to Customer Data, including all Intellectual Property Rights related thereto. For the purpose of these T&Cs, “Customer Data” means any non-public data or information, in any format, that is submitted, processed or generated via the Platform, and that identifies (or could be used to identify) Customer, including, without limitation, information regarding Users, your equipment, your EV chargers and their locations, your operations or any other Customer-identifying data.  

10.4 Feedback. If you choose to communicate to Relion (via any means) suggestions for improvements to the Platform or any idea or proposal related to Relion or its businesses or properties (collectively, “Feedback”), Relion shall own all rights, title, and interest in and to the Feedback and will be entitled to use the Feedback without restriction. You hereby irrevocably assign all rights, title, and interest in and to the Feedback to Relion and waive in favor of Relion, its successors and assigns all your moral rights in the Feedback and agree to provide Relion such assistance as Relion may require to document, perfect and maintain Relion’s rights to the Feedback. You acknowledge and agree that, by providing any Feedback to Relion, you are not entitled to any compensation or reimbursement of any kind from Relion under any circumstances.

10.3 Technical Platform Data. You acknowledge that Relion owns all rights in and to the Technical Platform Data, including all Intellectual Property Rights related thereto. “Technical Platform Data” means any non-Customer identifiable information submitted, processed or generated via the Platform, including statistical and analytical data, performance metrics, usage statistics, as well as all raw technical or engineering data (including, without limitation, EV chargers’ temperature, voltage and activation mechanisms), technical specifications or other data derived from the Users’ use of the Platform or from Customer Data, provided such data has been processed to remove any identifying details specific to Customer or its operations. This Technical Platform Data may be used to generate key performance indicators, analyze trends and to improve the Platform’s functionality and performance.

11.1 Fees. Customer must pay the relevant license fees and any other charges arising under these T&Cs as stated in the applicable Order Form (the “Fees”). 

11.2 Payment Terms. The payment terms are set out in the applicable Order Form. Notwithstanding Customer’s rights under articles 2125 through 2129 of the Civil Code of Quebec, which are hereby expressly waived by Customer, all Fees paid or payable under these T&Cs are non-refundable. All payments must be made in the full amount, free of any deductions or withholdings, and without exercising any right of set-off.

11.4 No Payment. If Relion has not received payment of the applicable Fees then, without prejudice to Relion’s other rights and obligations, Relion may suspend or terminate your license to the Platform. 

11.5 Interest. In addition to any other rights or remedies of Relion, any amount not paid by you when due shall bear interest at the rate that is the lesser of 1.5% per month or the maximum rate allowable by law.

11.3 Price Increase. Unless otherwise specified in the Order Form, Relion may not increase the license Fees for the Platform more than once in any given calendar year. Relion will use commercially reasonable efforts to give you 60 days’ written notice prior to the renewal of your Subscription Term of any price increase.

11.6 Currency. The Fees shall be paid in the currency specified in the applicable Order Form and invoice. 

11.7 Taxes. The Fees indicated in the applicable Order Form do not include applicable sales taxes. However, all applicable taxes will be included on Relion’s invoice and you shall be responsible for the payment of all such taxes.   

12.1 Subscription Term. These T&Cs, and the accompanying license of the Platform, come into effect on the last date of signature of the Order Form and shall remain in effect for a period of 3 years, or as otherwise indicated in the Order Form (the “Initial Term”).  These T&Cs shall automatically renew thereafter for successive 1-year periods (each, a “Renewal Term” and, together with the Initial Term, the “Subscription Term”) on the terms and conditions contained herein. You may choose not to renew your Initial Term or subsequent Renewal Term (as the case may be) by providing at least 60 days’ prior written notice of your intended non-renewal to Relion.

12.2 Termination.  Each party may terminate these T&Cs at any time: (i) if the other party fails to perform any of its obligations under these T&Cs and such failure is not remedied within 60 days from written notice thereof having been given to such defaulting party; or (ii) upon written notice to the other party, if such other party takes, or is required by any person with proper authority to take, any of the following actions: (a) an assignment, composition or similar act for the benefit of creditors; (b) an attachment or receiving of assets; (c) the filing of a petition for bankruptcy, insolvency or relief of debtors or the institution of any proceedings relating to bankruptcy, insolvency or relief of debtors; (d) committing or threatening to commit any act of bankruptcy; or (e) a winding-up, liquidation or dissolution of the business pursuant to an order of a court of competent jurisdiction. 

12.3 Effect of Termination. Upon termination of these T&Cs: 

(i) Relion shall be entitled to the payment of any remaining Fees accrued as of the date of termination; 

(ii) Relion shall delete all Customer Data from its devices, servers and from the Platform; and

(iii) You must delete any and all Confidential Information in your possession. 

12.4 Recourse. The termination of these T&Cs for any reason whatsoever will in no way affect Relion’s rights and recourse against Customer, at law or in equity, for damages for failure to discharge an obligation under these T&Cs.

12.5 Survival. Sections 7, 10, 12.3-12.5 and 13-16 shall survive any termination of these T&Cs. 

13.1 Use and Protection. You acknowledge that the Website and the Platform contain Intellectual Property Rights and proprietary information (as described in Section 10 above) which is the exclusive and valuable property of Relion, its Representatives or its licensors (“Confidential Information”). You will not, without the prior written consent of Relion, use the Confidential Information, other than in connection with your access or use of the Platform. You will treat the Confidential Information as confidential to and as the property of Relion and take reasonable and customary precautions to protect the confidential nature of the Confidential Information and prevent disclosure of such Confidential Information to any such third party.  

13.2 Limited Disclosure. You will not disclose Confidential Information to any third party, other than to your Users who have a need to know such Confidential Information for their use of the Platform. Prior to disclosing Confidential Information to any User, you shall ensure that (i) such User is bound by confidentiality obligations that are substantially similar to those contained in these T&Cs; and (ii) such User is made aware that all Confidential Information is the confidential and proprietary material of Relion, its Representatives or its licensors. You shall remain responsible to Relion for any disclosure or use of Confidential Information by your Users contrary to the provisions hereof. 

13.3 Exception. The restrictions imposed by this Section 13 shall not apply to the disclosure of Confidential Information which (i) is now, or which hereafter, through no act or failure to act on your part, becomes generally known or available to the public without breach of these T&Cs; (ii) is known to you at the time of disclosure of such Confidential Information, provided that you can satisfactorily demonstrate such prior knowledge by appropriate written records and provided that such knowledge was not gained from third parties through breach of confidentiality; (iii) is hereafter furnished to you in good faith by a third party without breach by such third party, either directly or indirectly, of an obligation of confidentiality to Relion; or (iv) is approved for such use or disclosure by written authorization of Relion. 

13.4 Legal Disclosure. If you receive a request or are required by law to disclose all or any part of Relion’s Confidential Information, you shall, to the extent permitted by law: (i) immediately notify Relion of the existence of and the terms and circumstances surrounding the request or requirement; (ii) consult with Relion on the advisability of taking legally available steps to resist or narrow the request or lawfully avoid the requirement; and (iii) at Relion’s request and cost, take all necessary steps to seek a protective order or other appropriate remedy. 

14.1 Disclaimer. EXCEPT TO THE EXTENT SET FORTH IN THESE T&CS, RELION EXPRESSLY DECLINES, ON ITS OWN BEHALF AND ON BEHALF OF ITS REPRESENTATIVES, ANY AND ALL EXPRESS, LEGAL OR IMPLICIT REPRESENTATIONS, WARRANTIES AND CONDITIONS NOT CONTAINED HEREIN, INCLUDING REPRESENTATIONS, WARRANTIES AND CONDITIONS OF MERCHANTABILITY, PERFORMANCE, FITNESS FOR A PARTICULAR PURPOSE, QUALITY AND ACCURACY. IN PARTICULAR, RELION EXPRESSLY DECLINES THE FOLLOWING AND MAKES NO REPRESENTATION OR WARRANTY IN THESE REGARDS:  (I) THE FACT THAT THE PLATFORM WILL MEET YOUR OPERATIONAL REQUIREMENTS; (II) THE FACT THAT THE OPERATION OF THE  PLATFORM WILL BE ERROR-FREE OR UNINTERRUPTED OR THAT THE RESULTS OBTAINED FROM ITS USE WILL BE ACCURATE OR RELIABLE; AND (III) THE FACT THAT ALL PROGRAMMING OR SERVICE ERRORS CAN BE CORRECTED OR FOUND IN ORDER TO BE CORRECTED. TO THE EXTENT THAT THE LAW DOES NOT PERMIT A DISCLAIMER OF WARRANTIES, ALL CONTENT ACCESSIBLE IN CONNECTION WITH THE SERVICES AND ALL OPERATIONS OF THE SERVICES ARE WARRANTED ONLY TO THE MINIMUM AMOUNT LEGALLY REQUIRED. 

14.2 Other Limitations. No Relion Representative, nor any other third party, is authorized to make any warranty with respect to the Platform other than those expressly stated in these T&Cs, and you may not rely on any such unauthorized warranty.  

15.1 Exclusion of Certain Damages. Relion shall not be liable and assumes no responsibility for any loss or damage arising, directly or indirectly, from your omission to comply with, or any breach of, your obligations hereunder. 

15.2 Exclusion of Indirect Damages. TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT MAY RELION, ITS REPRESENTATIVES OR ITS LICENSORS (I) BE LIABLE FOR ANY INDIRECT, INCIDENTAL, EXTRAORDINARY, CONSEQUENTIAL, SPECIAL, PUNITIVE OR EXEMPLARY DAMAGES; OR (II) FOR LOSS OF REVENUE OR PROFITS, LOSS OF TIME, LOSS OF OR CORRUPTION TO DATA, LOSS OF USE, BUSINESS INTERRUPTION, DEPLETION OF GOODWILL OR ANY OTHER FINANCIAL LOSS, ARISING DIRECTLY OR INDIRECTLY FROM THESE T&CS, OR CAUSED BY THE SERVICES, OR THE MISUSE OR INABILITY TO USE THE SERVICES, EVEN IF RELION HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. RELION SHALL NOT BE LIABLE TO YOU FOR ANY DAMAGES OR COSTS INCURRED IN CONNECTION WITH OBTAINING SUBSTITUTE SOFTWARE OR PRODUCTS OR RECEIVING SUPPORT SERVICES FROM ANY THIRD PARTY BESIDES RELION. THIS FOREGOING LIMITATION OF LIABILITY WILL APPLY REGARDLESS OF THE FORM OF ACTION: WHETHER IN CONTRACTUAL LIABILITY, APPLICATION OF THE WARRANTY, TORT, NEGLIGENCE, PRODUCT LIABILITY OF MANUFACTURERS AND VENDORS, STRICT CIVIL LIABILITY OR UNDER ANY OTHER LEGAL THEORY

15.3 Limitations on Diagnostics. Customer acknowledges and agrees that the Platform’s diagnostic functions (collectively, the “Diagnostic Functions”) may produce errors or inaccuracies, including, but not limited to (i) incorrect data manipulation; (ii) unintended modifications to Customer’s equipment; or (iii) diagnostics, SOPs or work orders that may be incomplete, inaccurate or otherwise unsuitable for their intended purpose. Relion expressly disclaims all liability for any errors, inaccuracies, or omissions arising from the use of the Diagnostic Functions, including, but not limited to, any direct, indirect or incidental damages resulting from such errors, inaccuracies or omissions. Customer agrees that it is its sole responsibility to validate and independently review all outputs generated by the Platform before implementation and to ensure that any resulting actions are carried out safely and appropriately.

15.4 Amount Limitation. THE OVERALL LIABILITY OF RELION IN RESPECT OF ANY CLAIMS BY YOU OR BY ANY OTHER PERSON IS LIMITED TO AN AMOUNT EQUAL TO THE FEES ACTUALLY PAID BY YOU TO RELION DURING THE 12-MONTH PERIOD PRECEDING THE EVENT FROM WHICH THE LIABILITY ARISES.

15.5 Claims for Infringement. If all or any portion of the Website or the Platform are, in Relion’s opinion, likely to or otherwise do become the subject of a claim for infringement of any Intellectual Property Rights, Relion may, at its option and its sole cost and expense, either: (i) procure in your favour the right to use the same as contemplated herein; (ii) modify the same to become non-infringing, provided that any such modification does not materially impair the ability of the Website or the Platform or any part thereof to perform in accordance with the intended use of the Website and the Platform; or (iii) replace the infringing part of the Website or the Platform with compatible and functionally equivalent features. If, in Relion’s reasonable opinion, it is not commercially reasonable for it to comply with either of (i), (ii) or (iii) above, Relion may, upon written notice to you, terminate these T&Cs and reimburse you for the affected Services. The remedies set forth in this Section 15.4 are Relion’s sole obligations and your sole remedy in the event of a potential infringement or a claim for infringement relating to the Website or the Platform.  

15.6 Indemnification. You shall  defend Relion and its Representatives (the “Customer Indemnified Parties“) from and against any claim, demand, suit or proceeding made or brought against a Customer Indemnified Party by a third party alleging that Customer Data or Customer’s use of the Platform (i) is in breach of these T&Cs; (ii) infringes or misappropriates its Intellectual Property Rights or any other rights of a third party; or (iii) violates applicable law (a “Claim”), and shall indemnify and hold harmless the Customer Indemnified Parties from any loss, claim, damage, cost, expense and other liability (including reasonable lawyers’ and expert’s fees and expenses) that any Customer Indemnified Party incurs as a result of or in connection with such Claim. Relion must: (a) promptly give you written notice of the Claim; (b) give you sole control of the defense and settlement of the Claim (provided that you may not settle any Claim, unless the settlement unconditionally releases the Customer Indemnified Parties of all liability); and (c) provide to you all reasonable assistance, at your expense.

16.1 Entire Agreement. These T&Cs, together with all applicable Order Forms, constitute the entire agreement between you and Relion with respect to your use of the Platform, superseding any prior agreements between you and Relion. 

16.2 Modifications to these T&Cs. Relion reserves the right to modify or replace any aspect of these T&Cs, subject to prior written notice to you at least 14 days prior to such changes coming into effect. Your use of the Services following this 14-day period constitutes acceptance of those modifications. 

16.3 Excluded from these T&Cs. Any Customer request for customizations or modifications to the Platform is outside the scope of these T&Cs. Please contact Relion directly with any request for customization or modification and note that such request will require Customer to enter into a separate agreement with Relion, with any customizations or modifications to be detailed in a statement of work.

16.4 Force Majeure. If Relion’s performance is prevented or delayed by reason of any Force Majeure event, Relion shall be excused from performance of its obligations hereunder to the extent that it is prevented or delayed thereby during the continuation of such causes. Relion’s obligations hereunder shall be suspended for so long as, and to the extent that, such Force Majeure event prevents or delays its performance. Relion shall give you written notice of the commencement of a Force Majeure event. If Relion is unable to (i) resume performance; or (ii) provide reasonable assurance that it will resume performance reasonably soon, within 30 days after giving you written notice of the Force Majeure event, then you may terminate these T&Cs upon 15 days’ written notice. For the purpose of these T&Cs, “Force Majeure” means any circumstances beyond Relion’s reasonable control, including, but not limited to, natural disasters, acts of government, floods, fires, earthquakes, utility and infrastructure failures, pandemics, epidemics, forceful government interventions such as government-mandated quarantines, publicly declared states of emergency, civil unrest, terrorism, strikes or other labour problems, internet service provider failures or delays, cyberattacks, or denial of service attacks.

16.5 Governing Law; Jurisdiction. These T&Cs will be governed by, interpreted and construed in accordance with the laws of the province of Québec, Canada and the laws of Canada applicable therein, other than rules governing conflicts of laws.  Relion and Customer agree that any dispute arising out of or in connection with these T&Cs, including any question regarding its existence, validity or termination, shall be submitted to the exclusive jurisdiction of the courts of the province of Quebec, Canada. The foregoing choice of jurisdiction and venue shall not prevent Relion from seeking injunctive relief with respect to a violation of intellectual property rights, confidentiality obligations or enforcement or recognition of any award or order in any appropriate jurisdiction. 

16.6 No Third-Party Beneficiaries.  Except as expressly set out in these T&Cs, a person who is not a party to these T&Cs will have no right to enforce any term of these T&Cs. 

16.7 Transfer and Assignment. You shall not assign, delegate or otherwise transfer these T&Cs in whole or in part, directly or indirectly, by operation of law, merger, acquisition, or otherwise without Relion’s prior written consent. Any assignment, delegation or transfer which violates the foregoing will be void. These T&Cs are assignable by Relion and Relion is entitled to subcontract any of its obligations under these T&Cs, provided that any such subcontracting will not relieve Relion of its obligations to you. 

16.8 Severability.  If any of the provision contained in these T&Cs are found by a court of competent jurisdiction to be invalid, illegal or unenforceable in any respect, the validity, legality or enforceability of the remaining provisions contained herein shall not be in any way affected or impaired hereby. 

16.9 Waiver. The failure of Relion to enforce any provision of these T&Cs shall not constitute a waiver of such provision or of Relion’s right to enforce such provision and every other provision.