Terms of service

This License Agreement (the “Agreement”) applies as between the Heart and Stroke Foundation of Canada (“Heart & Stroke”) and you (“You” or the “Licensee”) to license Heart & Stroke’s CardiacCrash Program as hosted on a platform (the “Portal”) operated by Docebo (the “Platform Operator”). You signify your agreement to this Agreement by any of the following:

(i) Execution of a printed copy of this Agreement;
(ii) Purchase of a license or licenses (“License”) on an online platform, such as Shopify;
(iii) Login as a Facilitator on the Portal; or
(iv) Use of the CardiacCrash Program on the Portal.

Where a License to the CardiacCrash Program is purchased or otherwise acquired by an entity other than a Facilitator (for example, a public health unit, hospital, school board, organization or commercial entity), then such entity is responsible for ensuring the Facilitator’s compliance with the terms and conditions of this Agreement.

Each of Heart & Stroke and You are a “Party” to this Agreement and are collectively referred to as the “Parties”.

The Parties agree that the following terms and conditions will apply to the License provided under this Agreement.

1. DEFINITIONS

1.1. “CardiacCrash Program” is defined in Section 2.1.
1.2. “CardiacCrash Sessions” means the interactive skills experience sessions to familiarize Participants on the use of CPR (cardiopulmonary resuscitation) and an AED (automatic external defibrillator).
1.3. “CardiacCrash Facilitator’s Training” is defined in Section 2.1.
1.4. “Facilitator” means You and/or the persons for which You have purchased the Licence, that access the CardiacCrash Program via the Portal, each of whom has: (a) successfully completed the CardiacCrash Facilitator’s Training; and (b) agreed to comply and is in compliance with the terms and conditions of this Agreement.
1.5. “Introductory Phase” means an introductory term providing access to the CardiacCrash Program that may be made available to You at the License purchase date. The terms of the Introductory Phase will be identified to You prior to purchase.
1.6. “Participant” means a participant that is eligible to attend at any session of the CardiacCrash Program.
1.7. “Personal Information” means all identifying information about an individual or as otherwise defined under applicable privacy and data protection laws.
1.8. “Resources” is defined in Section 2.1.

2. GRANT OF LICENSE TO THE CARDIACCRASH PROGRAM

2.1. The “CardiacCrash Program” means all materials, training, content and assets for the Facilitator’s delivery of the CardiacCrash Sessions, which are available through the Portal and may be updated from time to time. The CardiacCrash Program includes:

(a) The CardiacCrash Videos identified to You at the time of purchase;
(b) The Facilitator’s training module and Facilitator’s Guide (in French and English) (collectively, the “CardiacCrash Facilitator’s Training”); and
(c) All printed, recorded, and electronic resources and materials (collectively “Resources”) for delivery of the CardiacCrash Sessions to Participants (in French and English).

2.2. Subject to the terms and conditions of this Agreement, Heart & Stroke grants You, a non-exclusive, non-transferable, non-sub-licensable, limited and revocable License to permit the number of Facilitators for which the License was purchased to:

(a) Access the CardiacCrash Program using the Portal;
(b) Access, view and complete the CardiacCrash Facilitator’s Training;
(c) Facilitate and deliver the CardiacCrash Sessions to Participants;
(d) Access, view, and display the CardiacCrash Videos to Participants; and
(e) Access, view, download, copy, and print the CardiacCrash Facilitator’s Training and Resources for use solely in CardiacCrash Sessions or in preparation for the CardiacCrash Sessions.

2.3. The License granted pursuant to this Agreement shall be for use of the CardiacCrash Program only in Canada.
2.4. The CardiacCrash Program and Portal may contain links to third-party websites and materials that are not owned or controlled by Heart & Stroke. Any third-party links and materials are provided strictly as a courtesy convenience. Heart & Stroke does not make any representation to You about these sites or any materials available there and does not provide any guarantees of these links and the material available there. Heart & Stroke is not responsible for any privacy practices followed by third parties and other companies and websites.
2.5. Although this Portal may link to other websites, Heart & Stroke is not, directly or indirectly, implying any approval, association, sponsorship, endorsement, or affiliation with any linked website, unless specifically stated herein. Heart & Stroke is not responsible for examining or evaluating, and we do not warrant the offerings of, any businesses or individuals or the content of their websites. We do not assume any responsibility or liability for the actions, products, services, and content of any other third-parties. You should carefully review the legal statements and other conditions of use of any website which you access through a link from the Portal. Your linking to any other off-site websites is at your own risk.

3. PERMITTED PURPOSE

3.1. Pursuant to this Agreement, You may only use the CardiacCrash Program for the number of Facilitators for which the License was purchased to:

(a) Train as a CardiacCrash Program Facilitator; and
(b) Following completion of the CardiacCrash Facilitator’s Training, facilitate and deliver the CardiacCrash Sessions to Participants, in accordance with the CardiacCrash Facilitator’s Training and Resources, as may be amended from time to time.

4. TERMS OF USE

4.1. The CardiacCrash Sessions may only be conducted by a Facilitator and following such Facilitator’s successful completion of the CardiacCrash Facilitator’s Training. Delivery of the CardiacCrash Sessions must be done in accordance with the CardiacCrash Facilitator’s Training and Resources, as may be amended from time to time.
4.2. You must use the version of the CardiacCrash Program available via the Portal at the time of that access.
4.3. You may not, and may not allow any third party to, distribute, modify, edit, add to, take from, adapt, alter, translate, amend, or change any part of CardiacCrash Program.
4.4. A Licensee and/or Facilitator will possess unique user credentials to access the Portal and CardiacCrash Program. You shall not share the credentials or permit any other individual to access the Portal using such credentials, unless permitted pursuant to the License.
4.5. You will not, and will not allow any third party to, reverse engineer, decompile, or attempt to discover any source code or algorithms of the CardiacCrash Program.
4.6. You will not, and will not allow any third party to, modify, sell, or lease or otherwise allow others to use the CardiacCrash Program, unless as permitted by this Agreement.
4.7. You will not, nor will allow any third party to, record, copy, take screenshots, or otherwise reproduce and store a copy of the CardiacCrash Program, its components, or of the virtual/in-person delivery of the CardiacCrash Sessions.
4.8. You will not, nor allow any third party to, redirect, or upload the CardiacCrash Program, its components, or a copy thereof, onto any platform or website.
4.9. You will not impersonate another person or falsely identify yourself in order to gain access to the CardiacCrash Program.
4.10. You may only provide the number of Facilitators for which the License was purchased with access to the CardiacCrash Program as available on the Portal for the purposes permitted under this Agreement and as permitted under the License.
4.11. In addition to other restrictions as set forth in this Agreement, You are prohibited from using the Portal or its content: (a) for any unlawful purpose; (b) to solicit others to perform or participate in any unlawful acts; (c) to violate any international, federal, provincial or state regulations, rules, laws, or local ordinances; (d) to infringe upon or violate Heart & Stroke’s intellectual property rights or the intellectual property rights of others; (e) to harass, abuse, insult, harm, defame, slander, disparage, intimidate, or discriminate based on gender, sexual orientation, religion, ethnicity, race, age, national origin, or disability; (f) to submit false or misleading information; (g) to upload or transmit viruses or any other type of malicious code that will or may be used in any way that will affect the functionality or operation of the Portal or of any related website, other websites, or the Internet; (h) to track the Personal Information of others; (i) to spam, phish, pharm, pretext, spider, crawl, or scrape; (j) for any obscene or immoral purpose; (k) to interfere with or circumvent the security features of the Portal or any related website, other websites, or the Internet; or (l) to violate the terms of any other agreement you may have with Heart & Stroke. We reserve the right to terminate your use of the Portal or any related service for violating any of the prohibited uses.

5. HOSTING AND BACKUPS

5.1. The Portal functionality and hosting is offered by the Platform Operator (www.docebo.com). The Platform Operator will use commercially reasonable efforts to make the Portal services available 24 hours a day, 7 days a week except for planned downtime or other unavailability caused by circumstances beyond their control. The Platform Operator maintains administrative, physical and technical safeguards for protection of the security, confidentiality and integrity of Heart & Stroke data.

6. INTELLECTUAL PROPERTY

6.1. You acknowledge that Heart & Stroke is the sole and exclusive owner of all right, title, and interest in the CardiacCrash Program and all associated intellectual property rights, including trademarks, copyright, trade secret, and all related unregistered rights, applications, and registrations. All components of the CardiacCrash Program and all copies thereof, shall remain the property of Heart & Stroke and its licensors, as applicable. Other than as specified in this Agreement, You do not have any right, title, or interest in the CardiacCrash Program.
6.2. These terms do not transfer to You any intellectual property owned by Heart & Stroke or third parties, and all rights, titles, and interests in and to such property will remain (as between the Parties) solely with Heart & Stroke. Other than as expressly stated by the terms of this Agreement, Heart & Stroke does not grant nor transfer to You, any Licensee, any Facilitator, any Participant, or any other third party (collectively, the “CardiacCrash Parties”) any right, title, or interest in the CardiacCrash Program, or any other Heart & Stroke intellectual property. Each CardiacCrash Party does not acquire any rights, express or implied, in the CardiacCrash Program, other than those rights specified in this Agreement. All trademarks, service marks, graphics and logos used in connection with the Portal or CardiacCrash Program are trademarks or registered trademarks of Heart & Stroke or its licensors. Heart & Stroke expressly retains all ownership rights in the CardiacCrash Program and all other Heart & Stroke works, copyrights, logos, trademarks, and other intellectual property.

7. YOUR OBLIGATIONS

7.1. As a Facilitator of the CardiacCrash Sessions, You:

(a) Are solely responsible for your delivery of the CardiacCrash Sessions, including the health and safety of Participants;
(b) Are solely responsible for determining Participant eligibility in line with the instructions and recommendations outlined in the CardiacCrash Facilitator’s Training;
(c) Will ensure Participants are made aware of the requirements of this Agreement (e.g., no recording or copying of content, privacy notifications);
(d) Will deliver the CardiacCrash Sessions in accordance with the CardiacCrash Facilitator’s Training and Resources, as may be amended from time to time;
(e) Will ensure that your delivery of the CardiacCrash Sessions is appropriately resourced. As a Facilitator, You acknowledge that providing any required equipment to facilitate the CardiacCrash Sessions is your responsibility and you assume any associated liability; and
(f) Are solely responsible for determining whether to charge a fee, setting and publicizing fees and billing practices for your delivery of the CardiacCrash Sessions to Participants, in compliance with all applicable laws and standards (e.g., PCI compliance, health and safety, privacy). Where applicable, you must set, communicate, and honour cancellation and reimbursement policies for your delivery of the CardiacCrash Sessions.

7.2. You are solely responsible for what You post on the Portal or transmit. You shall have sole responsibility for the accuracy, quality, integrity, legality, reliability, appropriateness, and intellectual property ownership of or right to use all of your submitted content. We may, but have no obligation to, monitor and review content on the Portal submitted or created by You. You grant us permission to access, copy, distribute, store, transmit, and reformat the submitted content as required for the purpose of operating the Portal. Without limiting any of those representations or warranties, Heart & Stroke has the right, though not the obligation, to, in its sole discretion, refuse or remove any content that, in its reasonable opinion, violates any Heart & Stroke policies or is in any way harmful or objectionable.

8. INTRODUCTORY PHASE

The following is only applicable if You have been notified that the License is subject to an Introductory Phase:

8.1. If the License is subject to an Introductory Phase made available to You at the License purchase date, all terms and conditions of this Agreement apply, except for Section 9 (Fees and Payment) for the term of the Introductory Phase (“Introductory Phase Term”) indicated to You.
8.2. The Fees in Section 9 are due prior to the expiry of the Introductory Phase Term. If You fail to pay the Fees, your License and access to the CardiacCrash Program will terminate without notice to You upon expiry of the Introductory Phase Term.
8.3. Where an Introductory Phase Term applies and subject to payment of applicable Fees, the Term shall expire one year after the end of the Introductory Phase Term.

9. FEES AND PAYMENT
9.1. You will pay Heart & Stroke a licensing fee for the Term in the amount indicated at the time of License purchase (the “Fees”). The License expires at the end of the Term and a new License must be purchased prior to expiry of the Term to ensure continuity of access to the CardiacCrash Program.
9.2. The Fees are subject to change each Term and are non-refundable once paid.
9.3. All monetary amounts refer to the lawful money of Canada.

10. CONFIDENTIALITY AND PRIVACY

10.1. You may collect Personal Information of Participants in order to deliver the CardiacCrash Sessions. Privacy of Personal Information is governed by applicable federal and provincial laws. You are responsible for your collection, use and disclosure of Personal Information, as required for your delivery of the CardiacCrash Sessions and are required to comply with all applicable privacy and data protection laws. This includes, but is not limited to, implementing appropriate policies and procedures and responding to requests from Participants regarding your collection, use and disclosure of their Personal Information. For the purposes of applicable privacy and data protection laws, You retain custody and control of any such information.
10.2. Heart & Stroke will collect your Personal Information (including name, address, contact information, payment information, and CardiacCrash Program evaluation results) directly from You for the purposes of:

(a) Licensing the CardiacCrash Program to You;
(b) Processing your licensing Fees;
(c) Conducting CardiacCrash Program impact evaluations and improving the CardiacCrash Program;
(d) Responding to any inquiries initiated by You; and
(e) For any other purposes for which You provide your consent (for example, via the Portal).

Heart & Stroke may also use your name, address and contact information to build a public directory, allowing Participants to locate Facilitators in their area.
10.3. Heart & Stroke may also collect Personal Information directly from Participants, for example via survey forms, for the purposes of issuing certificates of participation and to collect information on the CardiacCrash Sessions for program evaluation and impact improvement purposes. In such cases, where Heart & Stroke collects Personal Information directly from You or from Participants, Heart & Stroke retains custody and control of that Personal Information. Heart & Stroke has a privacy policy (“Privacy Policy”) that describes how Heart & Stroke collects, uses, and discloses Personal Information. Heart & Stroke will collect any Facilitator or Participant Personal Information in accordance with the terms of this Agreement, its Privacy Policy and any applicable privacy statements, which will be brought to your attention via Portal.
10.4. As part of this Agreement, You:

(a) Have reviewed Heart & Stroke’s Privacy Policy (Privacy policy | Heart and Stroke Foundation) and agree with its contents;
(b) Consent to the use of any of your Personal Information provided to Heart & Stroke, in accordance with the terms and limited purposes set forth in its Privacy Policy and this Agreement; and
(c) Acknowledge that your use of the Portal is subject to the terms and conditions, and the privacy policy, of Platform Operator and You agree to these terms.

11. ACCURACY OF INFORMATION

11.1. Occasionally there may be information on the Portal or purchasing platform that contains typographical errors, inaccuracies or omissions that may relate to product descriptions, pricing, availability, promotions and offers. We reserve the right to correct any errors, inaccuracies or omissions, and to change or update information or cancel orders if any information on the Portal or purchasing platform is inaccurate at any time without prior notice (including after you have completed your order).

12. TERM and TERMINATION
12.1. This Agreement and License shall commence on the License purchase date and shall continue for a one (1) year term (the “Term”). The Agreement will not automatically renew and will expire at the end of the Term.
12.2. This Agreement and License may be terminated by Heart & Stroke at any time by convenience and without notice to You.
12.3. This Agreement and License granted thereunder, may also be terminated: (a) by Heart & Stroke, without notice, in the event You breach any of Sections 2, 3, 4, 7, 9, 10 or 13; (b) by either Party if the other Party commits a material breach of the Agreement and fails to cure such breach within thirty (30) days following receipt of a breach notice; or (c) by either Party if the other Party becomes insolvent or is adjudged as bankrupt, makes an assignment for the benefit of creditors; has a receiver appointed; or files a petition of bankruptcy.
12.4. Upon expiration or termination of this Agreement for any reason, all rights granted to You shall cease, and You shall immediately: (a) cease use of the CardiacCrash Program; (b) cease to represent yourself as a CardiacCrash Facilitator; (c) pay any and all amounts owing to Heart & Stroke relating to this Agreement; (d) cancel any scheduled CardiacCrash Sessions, notify affected Participants, and honour Facilitator’s own reimbursement policy, if applicable; and (e) at the discretion of Heart & Stroke, return or destroy any remaining Resources and the CardiacCrash Facilitator’s Training in your possession.

13. REPRESENTATIONS AND WARRANTIES

13.1. Heart & Stroke represents and warrants that:

(a) To its knowledge, the CardiacCrash Program does not infringe any Canadian trademarks, copyrights, or other intellectual property rights in Canada;
(b) It has the power and is authorized to enter into this Agreement; and
(c) This Agreement, when executed and delivered, will be a valid and binding obligation of Heart & Stroke, enforceable against it in accordance with its terms.

13.2. Heart & Stroke does not make any other representation, warranty or condition, whether express or implied, and expressly disclaims any and all implied warranties or conditions, including those of merchantability or fitness for a particular purpose or satisfactory quality, regarding this Agreement, the CardiacCrash Program or the Portal. Heart & Stroke does not warranty uninterrupted or error-free operation of the CardiacCrash Program and its access.
13.3. You represent and warrant that:

(a) You have full power and authority to enter into this Agreement;
(b) Only a Facilitator who is licensed under this Agreement will access the CardiacCrash Program and only a Facilitator who is licensed under this Agreement and has completed the CardiacCrash Facilitator Training will deliver CardiacCrash Sessions; and
(c) You will abide by all requirements, standards, and practices relating to the conduct of CardiacCrash Program Facilitators, as outlined in the CardiacCrash Facilitator’s Training and Resources, in particular, any of your actions, posts, statements, or disclosures will not:

(i) Impugn the reputation of Heart & Stroke or the CardiacCrash Program;
(ii) Contain any Personal Information of another person for whom you do not have authority to disclose;
(iii) Be intentionally false or misleading;
(iv) Defame, threaten, or harasses anyone;
(v) Contain racist, sexist, profane, harmful, dangerous, abusive, offensive, obscene, pornographic content, or comments;
(vi) Violate any law or regulation;
(vii) Contain or utilize any computer virus, other malicious code, or program that may damage or interfere with the operation of the Portal or any computer system, or may unlawfully intercept any data or Personal Information; or
(viii) Overburden, impair, or otherwise interfere with the operation of the Portal or CardiacCrash Program or other users’ use or enjoyment of the Portal or CardiacCrash Program.

13.4. This Agreement, when executed and delivered, will be a valid and binding obligation on You, enforceable against You in accordance with its terms.

14. LIABILITY AND INDEMNITY

14.1. You hereby agree to defend, indemnify and hold harmless Heart & Stroke, its officers, directors, and employees for any losses, damages, costs, including solicitor and client costs, suffered or incurred by Heart & Stroke, its officers, directors, or employees for: (a) any third party claims, demands, or causes of action related to your use of the CardiacCrash Program, and delivery and facilitation of the CardiacCrash Sessions; (b) your breach of any terms or conditions of this Agreement; and (c) any willful misconduct on your part.
14.2. Heart & Stroke agrees to defend, indemnify and hold You harmless against any and all claims made against You by a third party for intellectual property infringement caused by the permitted use of the CardiacCrash Program by You in Canada, provided Heart & Stroke is promptly notified of any and all threats, claims and proceedings related thereto and given reasonable assistance and the opportunity to assume sole control over defence and settlement. Heart & Stroke will not be responsible for any settlement it does not approve in writing. The foregoing obligations do not apply with respect to any use of the CardiacCrash Program that are not strictly in accordance with this Agreement. The provisions of this Section set forth Heart & Stroke’s sole and exclusive obligations, and your sole and exclusive remedies, with respect to infringement of intellectual property rights and/or proprietary rights of any kind.
14.3. Heart & Stroke will not be liable for any injury or death, or any property loss or damage, arising from your delivery of the CardiacCrash Sessions. You agree that in no event shall Heart & Stroke become liable to You or to any other party in any way arising out of or in connection with this Agreement, except as otherwise agreed in this Agreement. Without derogating from the foregoing: (i) IN NO EVENT WILL HEART & STROKE BE LIABLE TO YOU OR ANY OTHER PERSON FOR ANY SPECIAL, INDIRECT, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES (INCLUDING, WITHOUT LIMITATION, DAMAGES DUE TO BUSINESS INTERRUPTION OR LOST PROFITS, SAVINGS, COMPETITIVE ADVANTAGE OR GOODWILL) ARISING FROM OR RELATED TO THIS AGREEMENT OR THE CARDIACCRASH PROGRAM, INCLUDING ANY USE OR INABILITY TO USE SUCH PROGRAM; (ii) Heart & Stroke’s aggregate liability to You and any other person, for any and all claims, demands or causes of action whether based on contract, tort (including negligence) or otherwise, or for any losses, damages, costs and expense arising out of or resulting from this Agreement or the use or inability to use the CardiacCrash Program shall not exceed, in the aggregate, the greater of (a) the aggregate of all amounts paid by You under this Agreement, and (b) one thousand dollars ($1,000). The limitations on and exclusions of liability contained in this Section are intended to apply irrespective of the basis of the claim, whether based on contract (including fundamental breach or failure of the essential purpose of this Agreement or any remedy contained herein), tort (including negligence), strict liability or other legal or equitable theory, whether or not foreseeable, and even if a Party has been advised of the possibility of damages in advance. No action, regardless of form, arising under or relating to this Agreement, may be brought by either Party more than one year after the cause of action has accrued, except that an action for non-payment may be brought by a Party not later than one year following the date of the last payment due to such Party hereunder. Heart & Stroke would not have entered into this Agreement but for the foregoing exclusions and limitations.
14.4. Heart & Stroke provides the CardiacCrash Program strictly for training, educational, or informational purposes only; it does not represent the advice, diagnosis or opinion of a physician or another regulated health professional. Nothing in it or in this Agreement constitutes Heart & Stroke’s provisioning of health care services or establishes a practitioner/patient relationship of any kind. The Portal and CardiacCrash Program cannot be relied upon when making a medical or other health care decision, or to diagnose or treat a medical or health condition, or injury. You agree that the use of the Portal and CardiacCrash Program is solely at your own risk.

15. INSURANCE

15.1. You shall be properly insured, if required by applicable provincial regulatory bodies. In circumstances where insurance is not required, You are strongly encouraged to maintain appropriate insurance as a best practice.

16. NOTICES

16.1. Notices to You made pursuant to this Agreement shall be made in writing and delivered to You by mail or electronically at the mailing or email address that You provided when completing the forms relating to this Agreement.
16.2. Notices to Heart & Stroke shall be made in writing and delivered to Heart & Stroke at the following address:

By email to: cardiaccrash@heartandstroke.ca

By post to:

Heart and Stroke Foundation of Canada
1200-2300 Yonge Street
Box 2414
Toronto, Ontario M4P 1E4
Attn: CardiacCrash Program Manager

Any such notice shall be deemed effective:
(a) on the business day following delivery, if delivered personally;
(b) five business days following delivery by registered mail; or
(b) on the day of sending if sent by electronic mail during normal business hours of the addressee on a business day and, if not, then on the first business day after the sending thereof.

17. RELATIONSHIP OF THE PARTIES

17.1. The Parties acknowledge and agree that no Party shall be considered to be the agent or representative of the other for any purpose other than as expressly provided herein, and each Party will be solely responsible for compensating its employees and contractors. Neither You nor a Facilitator have any authority to enter into any contract, assume any obligation or to give any warranties or representations on behalf of Heart & Stroke. Nothing in this Agreement will be construed to create a relationship of partners, joint ventures, or any other similar relationship between the Parties. No representations will be made or acts taken by either Party which could establish any apparent relationship of partnership, joint venture or any other similar relationship between the Parties. Heart & Stroke shall have no liability or responsibility for the withholding, collection or payment of any taxes, employment insurance premiums or Canada Pension Plan contributions on any amounts paid by You to your employees or contractors. You agree to indemnify Heart & Stroke from any and all claims in respect of your failure to withhold and/or remit any taxes, employment insurance premiums or Canada Pension Plan contributions.

18. GENERAL PROVISIONS

18.1. You may not assign or transfer your rights, duties or obligations under this Agreement, in whole or in part, to any person or entity, without the prior written consent of Heart & Stroke. Any attempted assignment in contravention of the foregoing shall be null and void.
18.2. No term or provision of this Agreement is deemed waived and no breach excused, unless the waiver or consent is in writing and signed by the party claiming to have waived or consented. Any consent by any party to, or waiver of, a breach by the other, whether expressed or implied, does not constitute a consent to, waiver of, or excuse for, any other different or subsequent breach.
18.3. This Agreement shall be governed by the laws of the Province of Ontario and the federal laws of Canada applicable therein without regards to its conflicts of law provisions. The parties irrevocably and unconditionally consent, submit and attorn to the non-exclusive jurisdiction of the courts of Ontario and all courts competent to hear appeals from them for the purpose of any action or proceeding brought by either of them in connection with or arising out of this Agreement, and unless otherwise agreed in writing by Heart & Stroke, any claim brought by You shall be brought exclusively in such forum.
18.4. This Agreement will be binding upon and will enure to the benefit of and be enforceable by each of the Parties, their respective successors and permitted assigns.
18.5. Any terms and conditions of this Agreement which by their nature extend beyond the termination of this Agreement shall survive such termination. This includes, without limitation, Sections 2.3, 6, 13, 14, 15 and applicable sections of this Section 18.
18.6. The Parties confirm that it is their wish that this Agreement, as well as all other documents relating hereto, including all notices, have been and shall be drawn up in the English language only.
18.7. This Agreement contains the entire agreement of the Parties with respect to the subject matter of this Agreement, including the License recited herein, the CardiacCrash Program and the Portal, and no other undertakings or agreements, verbal or otherwise, exist between the Parties regarding this Agreement, except as expressly set out herein.