Sofvie’s Terms and Conditions of Use

TERMS AND CONDITIONS

In the event of any inconsistency, conflict or ambiguity among the terms of this Agreement,  this documents shall govern in the order listed herein.

1. This document contains important information regarding Licensee rights and obligations, as well as conditions, limitations and exclusions that might apply to Licensee in addition to the Subscription Service Agreement (the “Agreement”). Please read it carefully.

These Terms and Conditions applies to the hosted software services provided by Sofvie Inc. (herein referred to as “Licensor”) subscribed to and used by an end user (herein referred to as “Licensee”). BY ACCEPTING THESE TERMS AND CONDITIONS, EITHER BY EXECUTING THE AGREEMENT THAT REFERENCES THESE TERMS AND CONDITIONS OR ACCESSING AND/OR USING ANY OF THE SERVICES, LICENSEE AGREES TO BE BOUND BY ALL OF THE TERMS AND CONDITIONS HEREIN.

By signing the “Sofvie Acceptance and Sign-off form” for Services with Licensor, Licensee acknowledges acceptance and enters into Agreement Terms and Conditions. Further, Licensee affirms that, in placing this order on behalf of an organization or company, Licensee have the legal authority to bind any such organizations or company to these Terms and Conditions.

Licensee may not obtain Services from Licensor if Licensee: (i) does not agree to these Terms and Conditions; (ii) has not entered into the Agreement with Licensor; (iii) does not have legal authority to bind the organization or company; or (iv) is prohibited from accessing or using Licensor or any of Licensor’s Services by applicable Law.

These Terms and Conditions apply to the purchase of Services from Licensor. These Terms and Conditions are subject to change by Licensor, from time to time, without prior written notice at any time, in Licensor’s sole discretion. Any changes to these Terms and Conditions will be in effect as of the “Last Updated Date” referred to on the Site. Licensee should review these Terms and Conditions before signing the Agreement. Licensee’s continued use of Licensor’s Services after the “Last Updated Date” will constitute Licensee acceptance of and agreement to such changes.

These Terms and Conditions are an integral part of the Agreement. Licensee should also carefully review Licensor’s Privacy Policy and Website Terms of Use before purchasing Services through Licensor.

2. Capitalized terms in these Terms and Conditions shall have the same meaning as the Agreement unless otherwise defined.

3. Services.

   1. Services Management. Each Party shall, throughout the Term, maintain within its organization an Authorized Representative to serve as such Party’s primary point of contact for day-to-day communications, consultation and decision-making regarding the Services (each, an “Authorized Representative”). Each Authorized Representative shall be responsible for providing all day-to-day consents and approvals on behalf of such Party under this Agreement. Each Party shall ensure that its Authorized Representative has the requisite organizational authority, skill, experience and other qualifications to perform in such capacity. If either Party’s Authorized Representative ceases to be employed by such Party or such Party otherwise wishes to replace its Authorized Representative, such Party shall promptly name a new Authorized Representative by written notice to the other Party.

   2. Changes. Licensor reserves the right, in its sole discretion, to make any changes to the Services and Licensor Materials that it deem necessary or useful to: (a) maintain or enhance: (i) the quality or delivery of our Services to Licensee; (ii) the competitive strength of or market for Licensor’s Services; (iii) the cost efficiency or performance of the Services; or (b) to comply with applicable Laws. Without limiting the foregoing, either Party may, at any time during the Term, request in writing changes to the Services. The Parties will evaluate, and if agreed, implement all such requested changes in accordance with the change procedure. No requested changes will be effective unless and until memorialised in a written change order signed by both Licensee and Licensor, except that Licensee may increase and decrease the number of Authorized Users for any Services under 4c of these Terms and Conditions.

   3. Subcontractors. Licensor may, from time to time, in its discretion, engage third parties to perform Services (each a “Subcontractor”).

   4. Suspension or Termination of Services. Licensor may, directly or indirectly, and by use of a Licensor Disabling Device or any other lawful means, suspend, terminate or otherwise deny access to, or use of, all or any part of the Services or Licensor Materials by Licensee, any Authorized User or any other Person, without incurring any resulting obligation or liability, if: (a) Licensor receive a Governmental Order that expressly or by reasonable implication requires Licensor to do so; or (b) Licensor believes, in its reasonable discretion, that: (i) Licensee or any Authorized User has failed to comply with, any term of the Agreement or these Terms and Conditions, accessed or used the Services beyond the scope of the rights granted or for a purpose not authorized under the Agreement and the Terms and Conditions or in any manner that does not comply with any instruction or requirement of the Specifications; or (ii) Licensee or any Authorized User is, has been, or is likely to be involved in any fraudulent, misleading or unlawful activities; or (c) the Agreement is terminated. This section does not limit any of Licensor’s other rights or remedies, whether at Law, in equity or under the Agreement or these Terms and Conditions.

4. Authorization and Customer Restrictions.

   1. Authorizations. Subject to and conditional on License payment of the Fees and compliance with all other terms and conditions of the Agreement and these Terms and Conditions, Licensor hereby authorizes Licensee to access and use the Hosted Services during the Term, solely for the Permitted Use by and through Authorized Users in accordance with the Specifications, and the conditions and limitations set forth in these Agreements. This authorization is non-exclusive and non-transferable.

   2. Authorizations Limitations and Restrictions. Licensee shall not, and shall not permit any other Person to, access or use the Services or Licensor Materials except as expressly permitted by the Agreements and in the case of Third-Party Materials, the applicable third-party licence agreement. For purposes of clarity without limiting the generality of the foregoing, Licensee shall not, except as the Agreement or the Terms and Conditions may expressly permit:

      1. Copy, modify or create derivative works or improvements of the Services or Licensor Materials;

      2. Rent, lease, lend, sell, sublicense, assign, distribute, publics, transfer or otherwise make available any Services of Licensor Materials to any Person, including on or in connection with any time-sharing, service bureau, software as a service, cloud or other technology or service;

      3. Reverse engineer, disassemble, decompile, decode, adapt or otherwise attempt to derive or gain access to the source code of the Services or Licensor Materials, or any part thereof;

      4. Bypass or breach any Licensor Disabling Device, security device or protection used by the Services of Licensor Materials or access or use the Services or Licensor Materials other than by an Authorized User through the use of their own then-valid Access Credentials;

      5. Input, upload, transmit or otherwise provide to or through the Services or Licensor Systems any information or materials that are unlawful or injurious, or contain, transmit or activate any Harmful Code;

      6. Damage, destroy, disrupt, disable, impair, interfere with or otherwise impede or harm in any manner the Services, Licensor Systems or our provision of services to any third party, in whole or in part;

      7. Remove, delete, alter or obscure any trademarks, Specifications, Documentation, warranties or disclaimers or any copyright, trademark, patent or other intellectual property of proprietary rights notices from any Services or Licensor Materials, including any copy thereof;

      8. Access or use the Services or Licensor Materials in any manner or for any purpose that infringes, misappropriates or otherwise violates any IP Right or other right of any third party (including by any unauthorized access to, misappropriation, use, alteration, destruction or disclosure of the date or any other Licensor customer), or that violates any applicable Law;

      9. Access or use the Services or Licensor Materials for purposes of competitive analysis of the Services or Licensor Materials, the development, provision or use of a competing software service or product or any other purpose that is to our detriment or commercial disadvantage;

      10. Otherwise access or use the Services or Licensor Materials beyond the scope of the authorization granted under 3.1.

   3. Audit. Licensor may, at its expense, appoint its own personnel or an independent third party to verify Licensee compliance with the Agreement and these Terms and Conditions. Such verification may include an onsite audit conducted at Licensee relevant place of business, which will occur during regular business hours and shall not unreasonably interfere with Licensee business activities. If such verification shows that Licensee use of the Hosted Services is in any way not permitted under or in breach of the Agreement or these Terms and Conditions, Licensor shall, at its discretion, terminate the Agreement in accordance with the termination provisions.

5. Customer Obligations.

   1. Customer Systems and Cooperation. Licensee shall at all times during the Term:

      1. set up, maintain and operate in good repair and in accordance with the Specifications all Customer Systems on or through which the Services are accessed or used;

      2. provide Licensor Personnel with such access to Licensee premises and Customer Systems as is necessary for Licensor to perform the Services in accordance with the Availability Requirement and Specifications; and

      3. provide all cooperation and assistance as Licensor may reasonably request to enable Licensor to exercise its rights and perform its obligations under and in connection with the Agreement and these Terms and Conditions.

   2. Effect of Customer Failure or Delay. Licensor is not responsible or liable for any delay or failure of performance caused in whole or in part by Licensee delay in performing, or failure to perform, any of Licensee obligations under the Agreement or these Terms and Conditions (each, a “Customer Failure“).

   3. Corrective Action and Notice. If Licensee become aware of any actual or threatened activity prohibited by Section 4b herein, Licensee shall, and shall cause Licensee Authorized Users to, immediately: (a) take all reasonable and lawful measures within their respective control that are necessary to stop the activity or threatened activity and to mitigate its effects (including, where applicable, by discontinuing and preventing any unauthorized access to the Services and Licensor Materials and permanently erasing from their systems and destroying any data to which any of them have gained unauthorized access); and (b) notify Licensor of any such actual or threatened activity.

6. Service Levels and Credits

   1. Service Levels. Subject to the Agreement and these Terms and Conditions:

      1. Licensor will use commercially reasonable efforts to make the Hosted Services Available at least 95% of the time during the calendar year (each such calendar year, a “Service Period“), excluding unavailability as a result of any of the Exceptions described below in this Section 6a (the “Availability Requirement”).

      2. For purposes of calculating the Availability Requirement, the following are “Exceptions” to the Availability Requirement, and neither the Hosted Services will be considered un-Available nor any Service Level Failure be deemed to occur in connection with any failure to meet the Availability Requirement or impaired ability by Licensee or Licensee Authorized Users to access or use the Hosted Services that is due, in whole or in part, to any:

         1. act or omission by Licensee or any Authorized User/access to or use of the Hosted Services by Licensee or any Authorized User, or using Licensee or an Authorized User’s Access Credentials, that does not strictly comply with the Agreement or these Terms and Conditions and the Specifications;

         2. Licensee failure;

         3. Licensees or an Authorized User’s internet connectivity;

         4. Force Majeur Event;

         5. failure, interruption outage or other problem with any software, hardware, system, network, facility or other matter not supplied by us under this Agreement;

         6. Scheduled Downtime;

         7. disabling, suspension or termination of the Services under 2.6.

   2. Service Level Failures and Remedies. In the event of a Service Level Failure, Licensor shall issue a credit to Licensee in the amount of 20% of the daily fees calculated based on the Monthly Fees for the Hosted Services due for the Service Period in which the Service Level Failure occurred (each, a “Service Credit“), subject to the following:

      1. Licensor has no obligation to issue any Service Credit unless (i) Licensee report the Service Level Failure to Licensor immediately on becoming aware of it; and (ii) requests such Service Credit in writing withing ten (10) days of the Service Level Failure; and

      2. In no event will a Service Credit for any Service Period exceed 100% of the total Fees that would be payable for that Service Period if no Service Level Failure had occurred.

This 6 (b) sets forth our sole obligation and liability, and Licensee sole remedy, for any Service Level Failure.

1. 3. Scheduled Downtime. Licensor will use commercially reasonable efforts to; (a) schedule downtime for routine maintenance of the Hosted Services between the hours of 9:00 p.m. and 4:00 a.m., EST Time; and (b) give Licensee at least seventy-two (72) hours prior notice of all scheduled outages of the Hosted Services (the “Scheduled Downtime“).

   4. Service Support. The Services include Licensor’s standard customer support services (the “Support Services“) in accordance with the Licensor’s policy then in effect (the “Support Schedule“). Licensor may amend the Support Schedule from time to time in its sole discretion.

7. Data Backup. The Licensor Systems are programmed to perform routine data backups as set out in Licensor’s backup policy in effect from time to time (the “Backup Policy” as defined in the “Subscription Service Proposal”). Licensor will deliver to Licensee its then most current backups of Customer Data as and when set forth in the Backup Policy. In the event of any loss, alteration, destruction, damage or corruption of Customer Data caused by the Licensor Systems or Services, Licensor will, as its sole obligation and liability and as Licensee sole remedy, use commercially reasonable efforts to restore the Customer Data from Licensor’s then most current backup of such Customer Data in accordance with the then current Backup Policy. The Services do not replace the need for Licensee to maintain regular data backups or redundant data archives. SAVE AND EXCEPT FOR THE LICENSOR’S RESTORATION OBLIGATIONS HEREIN, LICENSOR HAS NO OBLIGATION OR LIABILITY FOR ANY LOSS, ALTERATION, DESTRUCTION, DAMAGE, CORRUPTION OR RECOVERY OF CUSTOMER DATA.

8. Security

   1. Information Security Obligations. Licensor will employ security measures in accordance with applicable industry practice and Licensor’s data privacy and security policy as amended from time to time (the “Privacy and Security Policy“).

   2. Data Breach Procedures. Licensor maintains a data breach plan in accordance with all Laws and the criteria and shall implement the procedures required under such data breach plan on the occurrence of a data breach (as defined in such plan).

   3. Customer Control and Responsibility. Licensee have and will retain sole responsibility for: (a) all Customer Data, including its content and use; (b) all information, instructions and materials provided by or on behalf of Licensee or any Authorized User in connection with the Services; (c) Customer Systems; (d) the security and use of Access Credentials if Licensee and Licensee Authorized Users; and (e) all access to and use of the Hosted Services and Licensor Materials directly or indirectly by or through the Customer Systems or its or its Authorized Users’ Access Credentials, with or without Licensee knowledge or consent, including all results obtained from, and all conclusions, decisions and actions based on, such access or use.

   4. Access and Security. Licensee shall employ all physical, administrative and technical controls, screening and security procedures and other safeguards necessary to: (a) securely administer the distribution and use of all Access Credentials and protect against any unauthorized access to, or use of, the Hosted Services; and (b) control the content and use of Customer Data, including the uploading or other provision of Customer Data for Processing by the Hosted Services.

   5. Prohibited Data. Licensee acknowledges that the Services are not designed with security and access management for Processing non-authorized personal data (“Prohibited Data“). Licensee shall not and shall not permit any Authorized User or other Person to, provide any Prohibited Data to, or Process any Prohibited Data through, the Hosted Services, the Licensor Systems or any Licensor Personnel. All Users should be informed of the data being collected and opt in to such collection, otherwise such data is obtained without consent and considered Prohibited Data. Licensee is solely responsible for reviewing all Customer Data and shall ensure that no Customer Data constitutes or contains any Prohibited Data.

9. Payment Terms.

   1. Fee Increases. Provider may increase Fees by providing written notice to Customer at least sixty (60) calendar days before such increase, and Schedule A will be deemed amended accordingly.

   2. Taxes. All Fees and other amounts payable by Customer under this Agreement are exclusive of taxes and similar assessments. Without limiting the foregoing, Customer is responsible for all HST/GST, service, use and excise taxes, and any other similar taxes, duties and charges of any kind imposed by any federal, provincial or territorial governmental or regulatory authority on any amounts payable by Customer hereunder, other than any taxes imposed on Provider’s income.

   3. Payment. Customer shall pay all Fees on or before the due date set forth in the Subscription Service Proposal/within 45 days after the date of the invoice therefor. Customer shall make all payments by cheque, wire transfer or electronic funds transfer/credit card via the payment portal. You shall make payments to the address or account specified in Section 9.4 of the Agreement or such other address or account as Provider may specify in writing from time to time.

   4. Late Payment. Except for invoiced payments that Licensee have successfully disputed, if Licensee fail to make any payment when due, then, in addition to all other remedies that may be available:

      1. Licensor may charge interest on the past due amount at the rate of eighteen percent (18%) per annum;

      2. Licensee shall reimburse Licensor for all costs incurred by Licensor in collecting any late payments or interest, including legal fees on a solicitor-and-client basis, court costs and collection agency fees; and

      3. if such failure continues for ten (10) days following written notice thereof, Licensor may suspend performance of the Services until all past due amounts and interest thereon have been paid, without incurring any obligation or liability to Licensee or any other Person by reason of such suspension

   5. Currency Conversion. Unless expressly noted otherwise, all amounts due under this Agreement are due and payable in Canadian Dollars.

   6. No Deductions or Set-Offs. All amounts payable to Licensor under the Agreement shall be paid by Licensee to Licensor in full without any set-off, recoupment, counterclaim, deduction, debit or withholding for any reason (other than Service Credits issued under Section 6b herein or any deduction or withholding of tax as may be required by applicable Law).

10. Privacy. Licensor’s Privacy Policy, [website address], governs the processing of all personal data collected from Licensee in connection with Licensee purchase of Services through Licensor.

11. Confidentiality.

    1. Confidential Information. In connection with the Agreement, each Party (as the “Disclosing Party”) may disclose or make available Confidential Information to the other party (as the “Receiving Party”). Subject to Section 11b of the Terms and Conditions herein, “Confidential Information” means information in any form or medium (whether oral, written, electronic or other) that the Disclosing Party considers confidential or proprietary, including information consisting of, or relating to, the Disclosing Party’s technology, trade secrets, know-how, business operations, plans, strategies, customers, and pricing and information with respect to which the Disclosing Party has contractual or other confidential obligations, in each case whether or not marked, designated or otherwise identified as “confidential”.

    2. Exclusions. Confidential Information does not include information that the Receiving Party can demonstrate by written or other documentary records:

       1. was rightfully known to the Receiving Party without restriction on use or disclosure before such information’s being disclosed or made available to the Receiving Party in connection with this Agreement;

       2. was or becomes generally known by the public other than by non-compliance with this Agreement by the Receiving Party or any of its Representatives;

       3. was or is received by the Receiving Party on a non-confidential basis from a third party that, to the Receiving Party’s knowledge, was not or is not, at the time of such receipt, under any obligation to maintain its confidentiality; or

       4. was or is independently developed by the Receiving Party without reference to or use of any Confidential Information.

    3. Protection of Confidential Information. As a condition to being provided with any disclosure of or access to Confidential Information, the Receiving Party shall:

       1. not access or use Confidential Information other than as necessary to exercise its rights or perform its obligations under and in accordance with the Agreement or these Terms and Conditions;

       2. except as may be permitted by and subject to its compliance with Section 11c herein, not disclose or permit access to Confidential Information other than to its Representatives who: (i) need to know such Confidential Information for purposes of the Receiving Party’s exercise of its rights or performance of its obligations under and in accordance with this Agreement; (ii) have been informed of the confidential nature of the Confidential Information and the Receiving Party’s obligations under this Section 11b; and (iii) are bound by confidentiality and restricted use obligations at least as protective of the Confidential Information as the terms set forth in this Section 11b;

       3. safeguard the Confidential Information from unauthorized use, access or disclosure using at least the degree of care it uses to protect its sensitive information and in no event less than a reasonable degree of care; and

       4. ensure its Representatives’ compliance with, and be responsible and liable for any of its Representatives’ non-compliance with, the terms of this Section 11.

    4. Compelled Disclosures.

       1. If the Receiving Party or any of its Representatives is compelled by applicable Law to disclose any Confidential Information, then, to the extent permitted by applicable Law, the Receiving Party shall:

          1. promptly, and before such disclosure, notify the Disclosing Party in writing of such requirement so that the Disclosing Party can seek a protective order or other remedy or waive its rights under Section 11b herein; and

          2. provide reasonable assistance to the Disclosing Party, at the Disclosing Party’s sole cost and expense, in opposing such disclosure or seeking an injunction, a protective order or other limitations on disclosure.

       2. If the Disclosing Party waives compliance or, after providing the notice and assistance required under this Section 11c, the Receiving Party remains required by Law to disclose any Confidential Information, the Receiving Party shall disclose only that portion of the Confidential Information that the Receiving Party is legally required to disclose.

12. Indemnification.

    1. Indemnification Procedure. Each Party shall promptly notify the other Party in writing of any Action for which such Party believes it is entitled to be indemnified under Section 8.1 or 8.2 of the Agreement, as the case may be. The Party seeking indemnification (the “Indemnitee“) shall cooperate with the other Party (the “Indemnitor“) at the Indemnitor’s sole cost and expense. The Indemnitor shall immediately take control of the defense and investigation of such Action and shall employ counsel reasonably acceptable to the Indemnitee to handle and defend the same, at the Indemnitor’s sole cost and expense. The Indemnitee’s failure to perform any obligations under this 12a will not relieve the Indemnitor of its obligations under this Section 12 herein and Section 8 of the Agreement except to the extent that the Indemnitor can demonstrate that it has been materially prejudiced as a result of such failure. The Indemnitee may participate in and observe the proceedings at its own cost and expense with counsel of its own choosing.

    2. Mitigation. If any of the Services or Licensor Materials are, or in Licensor’s opinion are likely to be, claimed to infringe, misappropriate or otherwise violate any third-party IP Right, or if Licensees or any Authorized User’s use of the Services or Licensor Materials is enjoined or threatened to be enjoined, Licensor may, at its option and sole cost and expense:

       1. obtain the right for Licensee to continue to use the Services and Licensor Materials as contemplated by the Agreement and these Terms and Conditions;

       2. modify or replace the Services and Licensor Materials, in whole or in part, to seek to make the Services and Licensor Materials (as so modified or replaced) non-infringing, while providing equivalent features and functionality, in which case such modifications or replacements will constitute Services and Licensor Materials, as applicable, under the Agreement and Terms and Conditions; or

       3. by written notice to Licensee, terminate the Agreement and require Licensee to immediately cease any use of the Services and Licensor Materials, provided that, Licensee will be entitled to a refund of Fees paid in advance for Services that Licensor has not performed as of the effective date of termination

THIS SECTION 12 SETS FORTH LICENSEE SOLE REMEDIES AND LICENSOR’S SOLE LIABILITY AND OBLIGATION FOR ANY ACTUAL, THREATENED OR ALLEGED CLAIMS THAT THE AGREEMENT, THESE TERMS AND CONDITIONS OR ANY SUBJECT MATTER HEREOF (INCLUDING THE SERVICES AND LICENSOR MATERIALS) INFRINGES, MISAPPROPRIATES OR OTHERWISE VIOLATES ANY THIRD PARTY IP RIGHT.

13. Limitations of Liability.

    1. EXCLUSION OF DAMAGES. IN NO EVENT WILL EITHER PARTY BE LIABLE UNDER OR IN CONNECTION WITH THIS AGREEMENT OR ITS SUBJECT MATTER UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY AND OTHERWISE, FOR ANY: (a) LOSS OF PRODUCTION, USE, BUSINESS, REVENUE OR PROFIT OR DIMINUTION IN VALUE; (b) IMPAIRMENT, INABILITY TO USE OR LOSS, INTERRUPTION OR DELAY OF THE SERVICES; (c) LOSS, DAMAGE, CORRUPTION OR RECOVERY OF DATA; (d) BREACH OF DATA OR SYSTEM SECURITY; OR (e) CONSEQUENTIAL, INCIDENTAL, INDIRECT, SPECIAL, AGGRAVATED, PUNITIVE OR EXEMPLARY DAMAGES, REGARDLESS OF WHETHER SUCH PERSONS WERE ADVISED OF THE POSSIBILITY OF SUCH LOSSES OR DAMAGES OR SUCH LOSSES OR DAMAGES WERE OTHERWISE FORESEEABLE, AND NOTWITHSTANDING THE FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE.

1. 2. CAP ON MONETARY LIABILITY. IN NO EVENT WILL THE COLLECTIVE AGGREGATE LIABILITY OF EITHER PARTY UNDER OR IN CONNECTION WITH THIS AGREEMENT OR ITS SUBJECT MATTER, UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY AND OTHERWISE, EXCEED THE TOTAL FEES PAID OR PAYABLE BY LICENSEE TO LICENSOR PURSUANT TO THIS AGREEMENT (“TOTAL CONTRACT AMOUNT”). THE FOREGOING LIMITATION APPLIES NOTWITHSTANDING THE FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE.

1. 3. Exceptions. The exclusions and limitations in Sections 13a and 13b herein do not apply to either Party’s obligations under Section 12 (Indemnification) herein, Section 4 (IP Rights) of the Agreement or liability for either Party’s gross negligence or willful misconduct.

14. Force Majeure.

    1. No Breach or Default. In no event will either Party be liable or responsible to the other Party, or be deemed to have defaulted under or breached the Agreement or these Terms and Conditions, for any failure or delay in fulfilling or performing any term of the Agreement or these Terms and Conditions, (except for any payment obligation), when and to the extent such failure or delay is caused by or results from acts beyond the affected Party’s reasonable control, including:

       1. acts of God;

       2. flood, fire, earthquake, tsunami or explosion;

       3. epidemics, pandemics, including the 2019 novel coronavirus disease (COVID-19) pandemic;

       4. war, terrorism, invasion, riot or other civil unrest;

       5. actions, embargoes or blockades in effect on or after the date of this Agreement;

       6. national or regional emergency;

       7. strikes, labour stoppages or slowdowns or other industrial disturbances;

       8. passage of Law or any action taken by a governmental or public authority, including imposing an embargo, export or import restriction, quota or other restriction or prohibition, or any complete or partial government shutdown; or

       9. any other event that is beyond the reasonable control of such Party

(each of the foregoing, a “Force Majeure Event”).

1. 2. Affected Party Obligations. A Party whose performance is affected by a Force Majeure Event shall give notice to the other Party, stating the period of time the occurrence is expected to continue and shall use diligent efforts to end the failure or delay and minimize the effects of such Force Majeure Event.

   3. Non-Affected Party. During the Force Majeure Event, the non-affected Party may similarly suspend its performance obligations until such time as the affected Party resumes performance.

   4. Right to Terminate. The non-affected Party may terminate the Agreement if such failure or delay continues for a period of one hundred twenty (120) days or more. Unless the Agreement is terminated in accordance with this Section 14d, the Term of the Agreement shall be automatically extended by a period equal to the period of suspension.

15. Miscellaneous.

    1. Survival. The provisions set forth in the following sections, and any other right or obligations of the parties in these Terms and Conditions, by its nature, should survive termination or expiration of these Terms and Conditions, will survive any expiration or termination of these Terms and Conditions: Sections 4b, 11, 12 and 13 of these Terms and Conditions.

    2. Headings. The headings in these Terms and Conditions are for reference only and shall not affect the interpretation of these Terms and Conditions.

    3. Severability. If any term or provision of these Terms and Conditions is invalid, illegal or unenforceable in any jurisdiction, such invalidity, illegality or unenforceability shall not affect any other term or provision of these Terms and Conditions or invalidate or render unenforceable such term or provision in any other jurisdiction

    4. Notices. All notices, requests, consents, claims, demands, waivers and other communications under the Agreement or these Terms and Conditions, shall be in accordance with Section 9.4 of the Agreement unless specified otherwise.

    5. Governing Law: Forum Selection. The Agreement, these Terms and Conditions and all exhibits and schedules attached hereto and all matters arising out of or relating to the Agreement and these Terms and Conditions are governed by and construed in accordance with the Laws of the province of Ontario and the federal laws of Canada applicable therein. Any Action arising out of or related to the Agreement, the Terms and Conditions or the licenses granted hereunder shall be instituted exclusively in the courts of the province of Ontario, and each Party irrevocably submits to the exclusive jurisdiction of such courts in any such Action. Service of process, summons, notice or other document by mail to such Party’s address set forth herein shall be effective service of process for any Action brought in any such court. The Parties irrevocably and unconditionally waive any objection to the venue of any action or proceeding in such courts and irrevocably waive and agree not to plead or claim in any such court that any such action or proceeding brought in any such court has been brought in an inconvenient forum.

1. 6. Interpretation. For purposes of the Agreement and these Terms and Conditions: (a) the words “include”, “includes” and “including” are deemed to be followed by the words “without limitation”; (b) the word “or” is not exclusive; (c) the words “herein”, “hereof”, “hereby”, “hereto” and “hereunder” refer to this Agreement and the Terms and Conditions as a whole; (d) words denoting the singular have a comparable meaning when used in the plural, and vice-versa; and (e) words denoting any gender include all genders. Unless the context otherwise requires, references in the Agreement: (x) to sections, exhibits, schedules, attachments and appendices mean the sections of, and exhibits, schedules, attachments and appendices attached to, the Agreement; (y) to an agreement, instrument or other document means such agreement, instrument or other document as amended, supplemented and modified from time to time to the extent permitted by the provisions thereof; and (z) to a statute means such statute as amended from time to time and includes any successor legislation thereto and any regulations promulgated thereunder. These Terms and Conditions shall be construed without regard to any presumption or rule requiring construction or interpretation against the Party drafting an instrument or causing any instrument to be drafted. The Agreement, these Terms and Conditions, exhibits, schedules, attachments and appendices referred to herein are an integral part of this Agreement to the same extent as if they were set forth verbatim herein.