We are on a mission to make science and research accessible by making high-quality sensor-logger systems at an affordable price. We genuinely hope that you love our products and services so that we can make a difference! The Terms and Conditions described below are our commitments to you, and your rights and responsibilities when using our products and services. We highly encourage you to read them carefully and reach out to us if you have questions. 

CredoWare software is licensed for use with CredoSense Products under the applicable End-User License Agreement. Additional details are provided in the Software section below. 

1. Interpretation

For the purposes of these Terms and Conditions of Sale: 

“CredoSense” means CredoSense Inc., a corporation incorporated under the laws of Canada, and is the seller/manufacturer/supplier of the Products or Services. 

“Buyer” means the person or company that purchases Products and/or Services from CredoSense. 

“Conditions” means these Terms and Conditions of Sale, which CredoSense may change from time to time by providing written notice to the Buyer or by posting updated terms on its website. 

“Contract” means the agreement between CredoSense and the Buyer resulting from the Buyer’s submission of an order for CredoSense’s Products, or in the case of Services, an agreement between such parties for the provision of Services by CredoSense. Such Contract shall be incorporated and governed by these Conditions. 

“Products” means goods supplied or agreed to be supplied by CredoSense to the Buyer under any Contract, including, where applicable, any Software. 

“Proposal” means a proposal document signed by CredoSense and the Buyer describing Services to be provided to the Buyer, subject to these Conditions. 

“Services” means any services which CredoSense has agreed to provide to the Buyer under any Contract. 

2. Basis of Sale

These Conditions shall govern all Contracts between CredoSense and the Buyer and shall take precedence over any terms and conditions contained in any Buyer’s purchase order or other document, unless otherwise agreed in a written agreement signed by an authorized representative of CredoSense. 

3. Quotations 

Prices, specifications, and delivery dates referenced in CredoSense’s quotations are for information only and shall not be binding on CredoSense until all technical requirements have been agreed upon and CredoSense has accepted the Buyer’s order in writing. Quotations shall expire if the Buyer does not place an order with CredoSense within thirty (30) days of the quotation date, unless otherwise specified in the quotation. 

4. Orders

By submitting an order to CredoSense, the Buyer agrees to be bound by these Conditions in their entirety. All orders must be full commitments showing exact prices, quantities, and mutually agreed shipping dates. CredoSense reserves the right to accept or reject any order in its sole discretion. 

5. Prices and Taxes 

The price or fee quoted by CredoSense to the Buyer shall be the price or fee for the Products or Services. Unless otherwise stated in writing, prices and fees do not include: 

• Applicable federal, provincial, or local taxes (including GST/HST, PST, or other sales taxes) 
• Shipping charges 
• Insurance 
• Export/import charges, duties, or customs fees 
• Value-added tax, use tax, or excise taxes 

Such taxes and other charges may, in CredoSense’s discretion, be added to the sale price or fees, or billed separately, and shall be paid by the Buyer unless the Buyer provides CredoSense with a valid tax exemption certificate prior to invoicing. 

Unless otherwise agreed in writing, the Buyer shall be liable to pay CredoSense’s charges for shipping, packaging, insurance, and export/import clearance. 

6. Risk and Passing of Title 

6.1 Risk of Loss 

Risk of loss and damage to the Products shall pass to the Buyer upon delivery. Delivery shall be deemed complete when the Products are delivered to the address specified by the Buyer or when the Products are made available for collection by the Buyer, whichever occurs first. 

6.2 Claims for Loss or Damage 

Any claims for loss, damage, or misdelivery shall be filed with the carrier and notified to CredoSense in writing within three (3) business days of the date of delivery. Failure to provide such notice shall constitute acceptance of the Products as delivered. 

6.3 Inspection and Acceptance 

Products shall be deemed finally inspected and accepted within ten (10) business days after delivery unless written notice of rejection, with specific reasons for rejection, is provided to CredoSense within such period. Acceptance shall constitute acknowledgment of full performance by CredoSense of all obligations under the Contract, except as stated in Section 10 (Warranties). 

7. Retention of Title 

7.1 Title Retention 

Title to and ownership of the Products shall remain with CredoSense until CredoSense has received payment in full (in cash or cleared funds) for: 

• The Products supplied under the relevant Contract; and 
• All other sums due from the Buyer to CredoSense under any Contract. 

7.2 Buyer’s Obligations 

Until title passes to the Buyer, the Buyer shall: 

• Hold the Products as fiduciary agent and bailee for CredoSense; 
• Store the Products separately and in a manner that makes them readily identifiable as CredoSense’s property; 
• Not pledge, charge, or otherwise encumber CredoSense’s interest in the Products; 
• Maintain the Products in satisfactory condition and keep them insured against all risks; 
• Notify CredoSense immediately if it becomes subject to any insolvency proceedings or analogous event. 

7.3 Rights of Recovery 

If payment is overdue or the Buyer becomes subject to any insolvency proceedings, CredoSense may, without limiting any other rights or remedies, require the Buyer to return the Products immediately, and if the Buyer fails to do so, CredoSense may enter the Buyer’s premises to recover the Products. 

8. Terms of Payment 

8.1 Payment Terms 

Each shipment of Products and provision of Services shall be invoiced separately. CredoSense shall be entitled to invoice the Buyer in respect of Services monthly in advance or as otherwise specified in the Proposal. Unless otherwise agreed in writing, payment terms shall be net thirty (30) days from the date of invoice. 

8.2 Late Payment 

Overdue amounts shall bear interest at the rate of one and one-half percent (1.5%) per month (or the maximum rate permitted by applicable law, whichever is less) from the due date until payment is received in full. The Buyer shall also be responsible for all costs of collection, including reasonable attorney’s fees. 

8.3 Right to Suspend 

If payment is overdue, CredoSense may, without liability, suspend further deliveries or performance of Services until payment is received in full. 

9. Products 

9.1 Specifications 

CredoSense may modify specifications only if: 

• The modifications do not materially affect the performance or functionality of the Products; and 
• The modifications are necessary due to regulatory requirements, safety concerns, or unavailability of materials. 

Material modifications require the Buyer’s written consent, which shall not be unreasonably withheld. 

9.2 Substitutions 

CredoSense may furnish suitable substitutes for materials unobtainable because of priorities or regulations established by governmental authority, or non-availability of materials from suppliers, provided such substitutions do not materially affect the performance or functionality of the Products. 

9.3 Product Information 

All descriptions, illustrations, drawings, specifications, and other information relating to the Products contained in CredoSense’s catalogs, price lists, advertising materials, website, and any sales or other literature are provided by way of general description and are approximate only. They are intended for general guidance and information purposes and shall not constitute warranties or representations by CredoSense, nor shall they form part of any Contract unless expressly agreed in writing. 

9.4 Suitability 

The Buyer shall be solely responsible for determining that the Products are suitable for the Buyer’s intended use and that such use complies with all applicable laws, regulations, and industry standards. 

10. Warranties 

10.1 Product Warranty 

CredoSense warrants that all Products shall be free from defects in materials and workmanship under normal use for a period of eighteen (18) months from the date of delivery to the Buyer, or such other period as may be specified in the Product-specific warranty documentation supplied with the Product (the “Warranty Period”). 

10.2 Software Warranty 

CredoSense does not warrant that the operation of Software products will be uninterrupted or error-free, or that all program errors will be corrected. Software is provided with such warranties as are specified in the applicable End-User License Agreement (EULA). 

10.3 Services Warranty 

CredoSense warrants that it shall perform Services substantially in accordance with the applicable Proposal and with reasonable skill and care consistent with industry standards. 

10.4 Warranty Claims Procedure 

To make a warranty claim, the Buyer must: 

• Notify CredoSense in writing of any claimed defect immediately upon discovery and in any event within the Warranty Period; 
• Return the allegedly defective Product to CredoSense at the Buyer’s expense, with transportation charges prepaid, within the Warranty Period; 
• Provide reasonable information and documentation to assist CredoSense in evaluating the claim. 

10.5 Warranty Remedy 

If CredoSense determines, after reasonable inspection, that a Product is defective in material or workmanship and the claim is made in accordance with Section 10.4, CredoSense shall, at its sole option: 

• Repair the defective Product; 
• Replace the defective Product with a new or refurbished product of equivalent functionality; or 
• Refund the purchase price paid for the defective Product. 

If the Product is found to be defective and covered under warranty, CredoSense shall bear the cost of return shipping to the Buyer. If the Product is found not to be defective or the claim is not covered under warranty, the Buyer shall be responsible for all shipping costs. 

CredoSense shall have up to thirty (30) days from receipt of the returned Product to complete repairs or provide a replacement. 

10.6 Warranty Period Extension 

Any repair or replacement of Products shall not extend the original Warranty Period. The warranty for repaired or replacement Products shall be the remainder of the original Warranty Period or ninety (90) days from the date of repair or replacement, whichever is longer. 

10.7 Warranty Exclusions 

CredoSense shall not be liable for breach of warranty if: 

(a) The defect or failure arises from the Buyer’s fault, act, neglect, or omission; 

(b) The defect arises from any drawing, design, or specification supplied by the Buyer, or from materials or other property provided by the Buyer, or from any parts or items that have not been manufactured by CredoSense; 

(c) The defect arises from circumstances other than manufacture, including without limitation: accident, misuse, unforeseeable use, neglect, alteration, improper installation, improper adjustment, improper repair, improper testing, or failure to follow CredoSense’s instructions; 

(d) The defect arises from the use of the Products in conjunction with products or materials not approved or reasonably contemplated by CredoSense; 

(e) The failure or defect results from the Buyer’s unauthorized addition to, modification of, or failure to comply with CredoSense’s written instructions relating to the Products or Services; 

(f) The failure or defect arises from any breach by the Buyer of its obligations under the Contract; 

(g) The Products have been subjected to abnormal conditions of temperature, humidity, electrical stress, or other environmental factors; 

(h) The defect arises from normal wear and tear; or 

(i) The Product has been serviced or repaired by anyone other than CredoSense or its authorized service providers without CredoSense’s prior written consent. 

10.8 Exclusive Remedy 

THE WARRANTIES SET FORTH IN THIS SECTION 10 ARE THE BUYER’S SOLE AND EXCLUSIVE WARRANTIES AND ARE IN LIEU OF ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW. 

The Buyer acknowledges that the warranties provided herein apply only to the Buyer as the original purchaser and are not transferable. 

11. Limitation of Liability 

11.1 Liability Cap 

Subject to Section 11.2, CredoSense’s maximum total liability under or in connection with any Contract (whether for Products or Services, and whether arising in contract, tort, negligence, breach of statutory duty, or otherwise) shall in no event exceed one hundred percent (100%) of the total amount paid by the Buyer to CredoSense under that specific Contract in the twelve (12) months immediately preceding the event giving rise to the claim. 

11.2 Exceptions to Liability Cap 

Nothing in these Conditions shall limit or exclude CredoSense’s liability for: 

(a) Death or personal injury caused by CredoSense’s negligence; 

(b) Fraud or fraudulent misrepresentation; 

(c) Gross negligence or willful misconduct by CredoSense; 

(d) Breach of any obligations implied by section 13 (title) or section 14 (quiet possession) of the Sale of Goods Act (Ontario); or 

(e) Any other liability that cannot be limited or excluded by applicable law. 

11.3 Exclusion of Consequential Damages 

Subject to Section 11.2, CredoSense shall not be liable to the Buyer for: 

• Loss of profit, revenue, income, or anticipated savings; 
• Loss of business opportunity or goodwill; 
• Loss of or damage to data; 
• Loss of use; 
• Cost of substitute products or services; or 
• Any indirect, special, incidental, punitive, or consequential loss or damage of any kind; 

whether such loss or damage was foreseeable or in the contemplation of the parties, and whether arising in contract, tort (including negligence), breach of statutory duty, or otherwise. 

11.4 Time Limitation for Claims 

Any claim arising out of or in connection with a Contract must be commenced against CredoSense within eighteen (18) months of: 

• Delivery of the Products; or 

• Provision of the Services; 

(as applicable) giving rise to the claim, or such longer period as may be required by applicable law. CredoSense shall have no liability to the Buyer under or in connection with any claim commenced after such time. 

11.5 Force Majeure 

CredoSense shall not be liable to the Buyer for any loss or damage which may be suffered by the Buyer as a direct or indirect result of the supply of Products or Services being prevented, delayed, or rendered uneconomic by reason of circumstances or events beyond CredoSense’s reasonable control, including but not limited to: 

• Acts of God, fire, flood, earthquake, or other natural disasters; 
• War, terrorism, riot, civil commotion, or industrial action; 
• Government action, embargo, or trade restriction; 
• Failure of public or private telecommunications networks or power supplies; 
• Pandemic, epidemic, or public health emergency; 
• Failure or delay by suppliers or subcontractors. 

If, due to such circumstances or events, CredoSense has insufficient stocks to meet all its commitments, CredoSense may distribute available stocks among its customers at its sole discretion. 

11.6 Buyer’s Duty to Mitigate 

The Buyer shall take all reasonable steps to mitigate any loss or damage for which it is entitled to bring a claim against CredoSense. 

12. Software 

12.1 License Grant 

CredoSense shall at all times retain title to and full ownership of all Software, firmware, programming routines, and documentation relating to such Software supplied by CredoSense for use with the Products, and of all copies made by the Buyer (collectively, “Software”). CredoSense grants the Buyer a non-exclusive, non-transferable, revocable license to use such Software solely in connection with the Products for which it was supplied. 

12.2 End-User License Agreement (EULA) 

Use of Software is subject to the applicable End-User License Agreement (EULA) provided with each Software product. In the event of any conflict between these Conditions and the EULA, the EULA shall prevail with respect to the Software. 

12.3 Restrictions on Use 

The Buyer shall not, and shall not permit any third party to: 

(a) Copy, modify, adapt, translate, or create derivative works based on the Software, except as expressly permitted in the applicable EULA; 

(b) Reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code of the Software, except to the extent such restriction is prohibited by applicable law; 

(c) Rent, lease, lend, sell, sublicense, assign, distribute, publish, transfer, or otherwise make available the Software to any third party; 

(d) Remove, alter, or obscure any proprietary notice (including copyright and trademark notices) on or in the Software; or 

(e) Use the Software for any purpose other than as expressly authorized in these Conditions or the applicable EULA. 

12.4 Updates and Support 

CredoSense may, but is not obligated to, provide updates, upgrades, bug fixes, or technical support for the Software. Any such updates or support shall be provided at CredoSense’s sole discretion and may be subject to additional fees as specified in a separate support agreement.

13. Intellectual Property Rights 

13.1 CredoSense Intellectual Property 

All intellectual property rights in the Products, Services, Software, and any related documentation, materials, or deliverables, including but not limited to patents, copyrights, trademarks, trade secrets, know-how, and proprietary information (collectively, “CredoSense IP”), are and shall remain the sole and exclusive property of CredoSense or its licensors. 

The purchase of Products or Services does not grant or transfer to the Buyer any intellectual property rights in any Products, Services, or Software, except for the limited license expressly granted in Section 12.1. 

13.2 Ownership of Custom Work 

All intellectual property rights in any work, deliverable item, invention, improvement, modification, discovery, design, drawing, specification, tool, script, report, or other item arising from or created, produced, or developed by CredoSense under or in the course of providing any Products or Services (collectively, “Work Product”), wherever in the world enforceable, shall immediately upon creation vest in and remain the sole and exclusive property of CredoSense. 

For custom developments specifically created for the Buyer pursuant to a separate written agreement signed by both parties, ownership of intellectual property rights shall be as expressly specified in that separate agreement. 

13.3 Buyer’s Property 

The Buyer retains all rights, title, and interest in and to: 

(a) Any data, information, materials, or content provided by the Buyer to CredoSense (“Buyer Data”); 

(b) Any pre-existing intellectual property owned by the Buyer prior to entering into the Contract; and 

(c) Any intellectual property developed by the Buyer independently of the Products or Services. 

13.4 License to Buyer Data 

The Buyer grants to CredoSense a limited, non-exclusive, royalty-free license to use Buyer Data solely to the extent necessary to perform its obligations under the Contract. 

13.5 Feedback 

If the Buyer provides CredoSense with any suggestions, comments, improvements, ideas, or other feedback relating to the Products, Services, or Software (“Feedback”), CredoSense shall be free to use, disclose, reproduce, license, and otherwise exploit such Feedback without any obligation or compensation to the Buyer. 

13.6 Trademark Usage 

Neither party shall use the other party’s trademarks, trade names, service marks, or logos without the prior written consent of the other party.

14. Confidentiality 

14.1 Confidential Information 

Each party acknowledges that in the course of the Contract, it may have access to confidential or proprietary information of the other party, including but not limited to technical data, business information, product specifications, pricing, and customer information (“Confidential Information”). 

14.2 Obligations 

Each party agrees to: 

(a) Hold the other party’s Confidential Information in strict confidence; 

(b) Not disclose such Confidential Information to any third party without the prior written consent of the disclosing party, except as required by law or court order; 

(c) Use the Confidential Information solely for the purpose of performing its obligations or exercising its rights under the Contract; and 

(d) Protect the Confidential Information using the same degree of care it uses to protect its own confidential information, but in no event less than reasonable care. 

14.3 Exclusions 

Confidential Information does not include information that: 

(a) Is or becomes publicly available through no breach of this Section 14 by the receiving party; 

(b) Was rightfully in the receiving party’s possession prior to disclosure by the disclosing party; 

(c) Is rightfully received by the receiving party from a third party without breach of any confidentiality obligation; or 

(d) Is independently developed by the receiving party without use of or reference to the Confidential Information. 

14.4 Duration 

The obligations under this Section 14 shall survive termination or expiration of the Contract and shall continue for a period of three (3) years from the date of disclosure of the Confidential Information; provided that, with respect to any Confidential Information that constitutes a trade secret under applicable law, such obligations shall continue for so long as such information remains a trade secret. 

15. Data Protection and Privacy

15.1 Compliance with Privacy Laws 

Each party shall comply with all applicable data protection and privacy laws and regulations, including but not limited to the Personal Information Protection and Electronic Documents Act (PIPEDA) and any applicable provincial privacy legislation. 

15.2 Processing of Personal Information 

To the extent that CredoSense processes any personal information provided by the Buyer in connection with the Contract, CredoSense shall: 

(a) Process such personal information only as necessary to fulfill its obligations under the Contract and in accordance with the Buyer’s documented instructions; 

(b) Implement appropriate technical and organizational measures to protect personal information against unauthorized or unlawful processing and against accidental loss, destruction, damage, alteration, or disclosure; 

(c) Not disclose personal information to any third party except as necessary to perform the Contract or as required by law; and 

(d) Upon termination of the Contract, delete or return all personal information to the Buyer, unless retention is required by law. 

15.3 Privacy Policy 

CredoSense’s collection, use, and disclosure of personal information is governed by its Privacy Policy, which is available here or upon request. 

15.4 Data Security Breach 

Each party shall promptly notify the other party in writing of any actual or suspected unauthorized access to, use of, or disclosure of personal information or Confidential Information of which it becomes aware. 

16. Cancellation, Rescheduling, and Termination

16.1 Cancellation by Buyer 

Orders for Products or Services accepted by CredoSense may be canceled or rescheduled by the Buyer only with the prior written consent of CredoSense, which consent CredoSense may grant or withhold in its sole discretion. If CredoSense consents to cancellation or rescheduling, the Buyer shall pay CredoSense: 

(a) The cost of all labor and materials used in connection with the order; and 

(b) All loss, damage, costs, charges, and expenses suffered or incurred by CredoSense as a result of such cancellation or rescheduling, including without limitation any restocking fees, cancellation fees charged by suppliers, and lost profit. 

16.2 Commencement 

Contracts for Services or Products shall commence on the commencement date identified in the relevant Proposal or order confirmation. 

16.3 Termination for Convenience 

Either party may terminate a Contract for Services by giving ninety (90) days’ prior written notice to the other party. Product orders may only be canceled or rescheduled in accordance with Section 16.1. 

16.4 Termination for Cause 

Either party may terminate a Contract immediately by written notice to the other party if: 

(a) The other party commits a material breach of the Contract which is incapable of remedy; or 

(b) The other party commits a material breach of the Contract which is capable of remedy but fails to remedy such breach within thirty (30) days of receiving written notice specifying the breach and requiring it to be remedied. 

16.5 Termination for Insolvency 

Either party may terminate a Contract immediately by written notice to the other party if the other party: 

(a) Becomes insolvent or is unable to pay its debts as they become due; 

(b) Makes a general assignment for the benefit of creditors; 

(c) Files or has filed against it a petition in bankruptcy or insolvency; 

(d) Has a receiver, trustee, or similar official appointed for all or a substantial part of its assets; 

(e) Commences or has commenced against it proceedings relating to bankruptcy, insolvency, reorganization, or relief of debtors; or 

(f) Takes any corporate action to authorize any of the foregoing. 

16.6 Effect of Termination 

Upon termination or expiration of any Contract: 

(a) All amounts owed by the Buyer to CredoSense under the Contract shall become immediately due and payable; 

(b) Each party shall, except to the extent permitted or required to exercise or perform its continuing rights or obligations hereunder, promptly return to the other party all property, documents, data, and materials of the other party then in its possession, custody, or control, and shall not retain any copies thereof (except as required by law or professional standards); 

(c) All licenses granted by CredoSense to the Buyer under the Contract shall immediately terminate; 

(d) The Buyer shall immediately cease all use of CredoSense’s Software, Products (if title has not passed), Confidential Information, and intellectual property; and 

(e) Any provisions of these Conditions that by their nature should survive termination shall survive, including but not limited to Sections 7 (Retention of Title), 11 (Limitation of Liability), 13 (Intellectual Property Rights), 14 (Confidentiality), 17 (Indemnification), and 19 (Governing Law and Disputes). 

16.7 No Waiver of Rights 

Termination of any Contract under these Conditions shall not affect the accrued rights or liabilities of either party at the date of termination, nor shall it affect any provision of these Conditions which is expressly or by implication intended to continue in force after termination. 

17. Indemnification 

17.1 Indemnification by Buyer 

The Buyer shall indemnify, defend, and hold harmless CredoSense, its affiliates, and their respective directors, officers, employees, agents, and representatives from and against any and all claims, liabilities, damages, losses, costs, and expenses (including reasonable attorneys’ fees) arising out of or resulting from: 

(a) The Buyer’s breach of any representation, warranty, or obligation under these Conditions or any Contract; 

(b) The Buyer’s negligence, willful misconduct, or violation of applicable law; 

(c) The Buyer’s use of the Products or Services in a manner not authorized by these Conditions or contrary to CredoSense’s instructions; 

(d) Any claim that Buyer Data or materials provided by the Buyer infringe or violate any third party’s intellectual property rights or other rights; or 

(e) Injury to or death of any person, or damage to property, caused by the Buyer’s acts or omissions. 

17.2 Indemnification by CredoSense 

CredoSense shall indemnify, defend, and hold harmless the Buyer from and against any third-party claims that the Products or Software, when used in accordance with the Contract and these Conditions, infringe any patent, copyright, or trademark enforceable in Canada, provided that: 

(a) The Buyer promptly notifies CredoSense in writing of such claim; 

(b) CredoSense has sole control of the defense and settlement of such claim; and 

(c) The Buyer provides reasonable cooperation in the defense of such claim at CredoSense’s expense. 

17.3 Remedies for Infringement 

If any Product or Software is, or in CredoSense’s opinion is likely to become, the subject of an infringement claim, CredoSense may, at its option and expense: 

(a) Procure for the Buyer the right to continue using the Product or Software; 

(b) Replace or modify the Product or Software to make it non-infringing; or 

(c) If options (a) and (b) are not commercially reasonable, terminate the license and refund to the Buyer the depreciated value of the infringing Product or Software. 

17.4 Exclusions from Indemnification 

CredoSense shall have no obligation under Section 17.2 with respect to any infringement claim arising from: 

(a) Modifications to the Products or Software made by anyone other than CredoSense; 

(b) Use of the Products or Software in combination with products, equipment, software, or data not supplied or approved by CredoSense; 

(c) Use of the Products or Software in a manner not contemplated by the Contract or these Conditions; 

(d) Use of any superseded or obsolete version of the Products or Software if infringement would have been avoided by use of a current version provided by CredoSense; or 

(e) Specifications, designs, or materials provided by the Buyer. 

17.5 Exclusive Remedy 

This Section 17 states CredoSense’s entire liability and the Buyer’s exclusive remedy for any infringement or alleged infringement of intellectual property rights. 

18. General Provisions 

18.1 Assignment 

The Buyer may not assign, transfer, delegate, or subcontract any of its rights or obligations under these Conditions or any Contract without the prior written consent of CredoSense. Any attempted assignment in violation of this Section shall be void. CredoSense may assign or transfer its rights or obligations under these Conditions or any Contract without the Buyer’s consent. 

18.2 Entire Agreement 

These Conditions, together with any Proposal, order confirmation, EULA, or other document expressly incorporated by reference, constitute the entire agreement between the parties concerning the subject matter hereof and supersede all prior or contemporaneous agreements, understandings, negotiations, and discussions, whether oral or written, between the parties. 

18.3 Amendment 

No amendment, modification, or waiver of any provision of these Conditions shall be effective unless in writing and signed by an authorized representative of both parties. CredoSense may update these Conditions from time to time by posting revised Conditions on its website or by providing written notice to the Buyer. Continued use of Products or Services after such notice shall constitute acceptance of the revised Conditions.

18.4 Waiver 

No failure or delay by either party in exercising any right, power, or remedy under these Conditions shall operate as a waiver thereof, nor shall any single or partial exercise of any right, power, or remedy preclude any other or further exercise thereof or the exercise of any other right, power, or remedy. Any waiver must be in writing and signed by the party granting the waiver. 

18.5 Severability 

If any provision of these Conditions is held to be invalid, illegal, or unenforceable by a court of competent jurisdiction, such provision shall be deemed modified to the minimum extent necessary to make it valid, legal, and enforceable. If such modification is not possible, the provision shall be severed from these Conditions. In either case, the remaining provisions of these Conditions shall remain in full force and effect. 

18.6 Notices 

All notices, requests, consents, and other communications under these Conditions shall be in writing and shall be deemed to have been duly given: 

(a) When delivered personally; 

(b) When sent by confirmed facsimile or email (with confirmation of transmission); 

(c) One (1) business day after being sent by reputable overnight courier service; or 

(d) Three (3) business days after being mailed by registered or certified mail, return receipt requested, postage prepaid. 

Notices to CredoSense shall be sent to: 

CredoSense Inc. 
c/o: VentureLab 
Address: B114-3600 Steeles Avenue East, Markham, Ontario, L3R 9Z7, Canada 
Email: info@credosense.com 
Attention: Legal 

19. Governing Law and Disputes 

19.1 Governing Law 

These Conditions and any Contract, and any dispute or claim arising out of or in connection with them, shall be governed by and construed in accordance with the laws of the Province of Ontario and the federal laws of Canada applicable therein, without regard to conflict of laws principles. 

19.2 Jurisdiction and Venue 

Each party irrevocably attorns to the exclusive jurisdiction of the courts of the Province of Ontario and the federal courts of Canada sitting in Ontario, and waives any objection to proceedings in such courts on the grounds of venue, forum non conveniens, or similar grounds.