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• Application. These terms and conditions ("Terms and Conditions"), govern the use of any 1000270862 Ontario Limited (o/a “One Chamber System™”) (“OCS”) products, websites, applications, and services listed including but not limited to:

  • Chamber Perks App™; and

  • Chamber Member Pro™,

and/or any agreement between you and OCS that incorporate these Terms and Conditions by reference (the "Services"). You accept these Terms by entering into an agreement with OCS to use any Services (an “Agreement”), through your actual use of the Services, or by continuing to use the Services after being notified of a change to these Terms.

• Definitions.

• "Authorized User" means you, an employee, contractor, or member of your organization whom you permit to access and use the Software, Services, and/or Documentation.

• "Documentation" means OCS's user manuals, handbooks, videos, and installation guides relating to the Software or Services provided by OCS to you either electronically or in hard copy form.

• "OCS IP" means the Services, Software, Documentation, OCS trademarks, trade names, logos, branding, content, designs, layouts, interfaces, workflows, processes, business methods, specifications, know-how, materials, templates, data structures, configurations, and any and all intellectual property or proprietary materials provided, displayed, made available, or otherwise disclosed to you or any Authorized User in connection with the foregoing, including any Updates, modifications, enhancements, derivative works, and improvements thereto.

• "Software" means any part of the Services in object code format, including any Updates provided to you by OCS pursuant to an Agreement.

• "Updates" means any updates, bug fixes, patches, or other error corrections to the Software that OCS generally makes available free of charge to all users of the Software.

• Sublicence.

• Sublicence Grant. Subject to and conditioned on your payment to OCS of any fees required by an Agreement (“Fees”) and compliance with all other terms and conditions attached to an Agreement, by entering into an Agreement to use any Services OCS grants you a non-exclusive, non-sublicensable, and non­transferable sublicense during the Term to: (i) use the OCS Software and Services described therein solely for your business purposes up to the number of Authorized Users set forth in that Agreement; and (ii) use and make a reasonable number of copies of the Documentation solely for your internal business purposes in connection with your use of the Software. The total number of Authorized Users will not exceed the number set forth in an Agreement, except as expressly agreed to in writing by the Parties and subject to any appropriate adjustment of the sublicence fees payable thereunder.

• Use Restrictions. You shall not use the Software, Services, Documentation, OCS IP, or Confidential Information for any purpose beyond the scope of the sublicence granted in these Terms and Conditions and an Agreement. Without limiting the foregoing, you shall not at any time, directly or indirectly: (i) copy, modify, or create derivative works of the Software, Services, Documentation, or OCS IP, in whole or in part; (ii) rent, lease, lend, sell, sublicense, assign, distribute, publish, transfer, or otherwise make available the Software, Services, Documentation, or OCS IP without the prior written authorization of OCS; (iii) reverse engineer, disassemble, decompile, decode, adapt, or otherwise attempt to derive or gain access to the source code, underlying structure, ideas, know-how, algorithms, methods, or processes of the Software, in whole or in part; (iv) remove any proprietary notices from the Software, Services, Documentation, or OCS IP; (v) use the Software, Services, Documentation, OCS IP, Confidential Information, or any OCS proprietary designs, layouts, workflows, business methods, processes, specifications, content, materials, or other information made available through or in connection with the Services to develop, create, improve, train, support, market, commercialize, or otherwise assist with any product, service, software, application, platform, or business that is competitive with, substantially similar to, or intended to replace the Services, Software, or any OCS product or service; or (vi) use the Software, Services, Documentation, or OCS IP in any manner or for any purpose that infringes, misappropriates, or otherwise violates any intellectual property right or other right of any person, or that violates any applicable law.

• Reservation of Rights. OCS reserves all rights not expressly granted to you in these Terms and Conditions or an Agreement. Except for the limited rights and sublicences expressly so granted, nothing in these Terms and Conditions or any Agreement grants, by implication, waiver, estoppel, or otherwise, to you or any third party any intellectual property rights or other right, title, or interest in or to the Software.

• Delivery. OCS shall deliver the Software electronically, or by other means, in OCS's sole discretion, to you as set out in an Agreement or otherwise within 14 days following the Effective Date of an Agreement. Risk of loss of any tangible media on which the Software is delivered will pass to you on delivery to carrier.

• Your Responsibilities.

• You are responsible and liable for all uses of the Software and Documentation resulting from access provided by you, directly or indirectly, whether such access or use is permitted by or in violation of an Agreement or these Terms and Conditions. Without limiting the generality of the foregoing, you are responsible for all acts and omissions of Authorized Users, and any act or omission by an Authorized User that would constitute a breach of an Agreement or these Terms and Conditions if taken by you will be deemed a breach of an Agreement or these Terms and Conditions by you. You agree to take reasonable efforts to make all Authorized Users aware of an Agreement's and these Terms and Conditions’ provisions as applicable to such Authorized User's use of the Software and shall cause Authorized Users to comply with such provisions.

• You are solely responsible for (a) the accuracy, quality, and legality of any Member Data uploaded to the Service, (b) each Authorized User’s compliance with this Agreement, and (c) obtaining all consents required under privacy laws to process Member Data through the Service.

• Support and Downtime. OCS shall use commercially reasonable efforts to make the OCS Software and Services described in each Agreement available to you 24 hours a day, 7 days a week, except for any planned downtime caused by reasonably necessary or desirable updates and maintenance or any events out of the control of OCS, including but not limited to loss of internet or cellular service, any work or changes pursuant to Section 15, or any events listed under Section 16(c). Notwithstanding anything else in this Agreement, OCS makes no warranty or representation of continuous or percentage availability for any OCS Software and Services.

• Fees and Payment.

• Fees. You shall pay OCS any Fees set forth in an Agreement without offset or deduction. You shall make all payments hereunder in Canadian dollars on or before the due dates set forth in any Agreement. If you fail to make any payment when due, in addition to all other remedies that may be available: (i) OCS may charge interest on the past due amount at the rate of five percent (5%) per annum calculated daily and compounded monthly or, if lower, the highest rate permitted under applicable law; and (ii) you shall reimburse OCS for all costs incurred by OCS in collecting any late payments or interest, including legal fees, court costs, and collection agency fees; and (iii) if such failure continues for seven (7) days following written notice thereof, OCS may prohibit access to the Software until all past due amounts and interest thereon have been paid, without incurring any obligation or liability to you or any other person by reason of such prohibition of access to the Software.

• Taxes. Unless otherwise specified in an Agreement, all Fees and other amounts payable by you under that Agreement are exclusive of taxes and similar assessments. You are responsible for all goods and services, harmonized sale, sale, 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 you hereunder, other than any taxes imposed on OCS's income.

• Auditing Rights and Required Records. You agree to maintain complete and accurate records in accordance with generally accepted accounting principles during the Term and for a period of two (2) years after the termination or expiration of any Agreement with respect to matters necessary for accurately determining amounts due hereunder. 

• Confidential Information. From time to time during the Term, OCS may disclose or make available to you information about its business affairs, products, confidential intellectual property, trade secrets, third-party confidential information, and other sensitive or proprietary information, whether orally or in written, electronic, or other form or media/in written or electronic form or media, and whether or not marked, designated, or otherwise identified as "confidential" (collectively, "Confidential Information"). Confidential Information does not include information that, at the time of disclosure is: (a) in the public domain; (b) known to the receiving party at the time of disclosure; (c) rightfully obtained by the receiving party on a non-confidential basis from a third party; or (d) independently developed by the receiving party. You shall not disclose OCS's Confidential Information to any person or entity, except to your employees who have a need to know the Confidential Information for the receiving party to exercise its rights or perform its obligations hereunder. Notwithstanding the foregoing, you may disclose Confidential Information to the limited extent required (i) in order to comply with the order of a court or other governmental body, or as otherwise necessary to comply with applicable law, provided that you making the disclosure pursuant to the order shall first have given written notice to OCS and made a reasonable effort to obtain a protective order; or (ii) to establish  your rights under an Agreement, including to make required court filings. On the expiration or termination of the Agreement, you shall promptly return to OCS all copies, whether in written, electronic, or other form or media, of OCS's Confidential Information, or destroy all such copies and certify in writing to OCS that such Confidential Information has been destroyed.  Your obligations of non-disclosure with regard to Confidential Information are effective as of the Effective Date and will expire five years from the date first disclosed to you; provided, however, with respect to any Confidential Information that constitutes a trade secret (as determined under applicable law), such obligations of non-disclosure will survive the termination or expiration of any Agreement for as long as such Confidential Information remains subject to trade secret protection under applicable law.

• Intellectual Property Ownership;

• Service IP. You acknowledge that, as between you and OCS, OCS owns all right, title, and interest, including all intellectual property rights, in and to the OCS IP. For greater certainty, except for the limited right to access and use the Services in accordance with an Agreement and these Terms and Conditions, you receive no right, licence, title, or interest in or to the OCS IP, and you shall not use the OCS IP, Confidential Information, or any information obtained through access to the Services to develop, create, commercialize, or assist any third party in developing, creating, or commercializing any product, service, software, application, platform, or business that is competitive with or substantially similar to the Services, Software, or any OCS product or service.

• Member Data. OCS acknowledges that, as between OCS and you, you own all right, title, and interest, including all intellectual property rights, in and to your data and the data of your members (“Member Data”). You hereby grant to OCS a non-exclusive, royalty-free, worldwide licence to reproduce, distribute, and otherwise use and display Member Data provided by you or your members to OCS in connection with the Services, and to perform all acts with respect to Member Data as may be necessary for OCS to provide the Services to you, to improve the Services, and to carry out any act contemplated in an Agreement, subject to the OCS Privacy Policy.

• Brand Usage. You may display the “Powered by Chamber Member Pro™” badge in accordance with OCS’s brand guidelines. No other use or modification of OCS trademarks is permitted without prior written consent.

• Feedback. If you or any of your employees or contractors sends or transmits any communications or materials to OCS by mail, email, telephone, or otherwise, suggesting or recommending changes to the Software or Documentation, including without limitation, new features or functionality relating thereto, or any comments, questions, suggestions, or the like ("Feedback"), OCS is free to use such Feedback irrespective of any other obligation or limitation between the parties governing such Feedback. You hereby assign, on your own behalf and on behalf of any Authorized Users, all right, title, and interest in, and OCS is free to use, without any attribution or compensation to any party, any ideas, know-how, concepts, techniques, or other intellectual property rights contained in the Feedback, for any purpose whatsoever, although OCS is not required to use any Feedback.

• Limited Warranties and Warranty Disclaimer.

• OCS warrants that: (i) the Software will perform materially as described in an Agreement and any associated Documentation for the duration of the term of said Agreement; and (ii) at the time of delivery the Software does not contain any virus or other malicious code that would cause the Software to become inoperable or incapable of being used in accordance with the Documentation. THE FOREGOING WARRANTIES DO NOT APPLY, AND OCS STRICTLY DISCLAIMS ALL WARRANTIES, WITH RESPECT TO ANY THIRD-PARTY PRODUCTS.

• The warranties set forth in Section 9(a) do not apply and become null and void if you breach any provision of an Agreement or these Terms and Conditions, or if you, any Authorized User, or any other person provided access to the Software by you or any Authorized User, whether or not in violation of an Agreement or these Terms and Conditions: (i) installs or uses the Software on or in connection with any hardware or software not specified in the Documentation or expressly authorized by OCS in writing; (ii) modifies or damages the Software; or (iii) misuses the Software, including any use of the Software other than as specified in an Agreement or its associated Documentation or expressly authorized by OCS in writing.

• If, during the period specified in Section 9(a), any Software fails to comply with the warranty in Section 9(a), and such failure is not excluded from warranty pursuant to Section 9(a), OCS shall, subject to you promptly notifying OCS in writing of such failure, at its sole option, either: (i) repair or replace the Software, provided that you provide OCS with all information OCS requests to resolve the reported failure, including sufficient information to enable OCS to recreate such failure; or (ii) refund a prorated portion of the Fees paid for such Software, corresponding to the remainder of the applicable term in which notice of failure is given, subject to you ceasing all use of and, if requested by OCS, returning to OCS all copies of the Software. If OCS repairs or replaces the Software, the warranty will continue to run from the Effective Date and not from your receipt of the repair or replacement. The remedies set forth in this Section 9(c) are your sole remedies and OCS's sole liability under the limited warranty set forth in Section 9(a).

• EXCEPT FOR THE LIMITED WARRANTY SET FORTH IN SECTION 9(a), THE SOFTWARE AND DOCUMENTATION ARE PROVIDED "AS IS" AND OCS HEREBY DISCLAIMS ALL CONDITIONS AND WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE. OCS SPECIFICALLY DISCLAIMS ALL IMPLIED CONDITIONS AND WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND ALL CONDITIONS AND WARRANTIES ARISING FROM COURSE OF DEALING, USAGE, OR TRADE PRACTICE. EXCEPT FOR THE LIMITED WARRANTY SET FORTH IN SECTION 9(a), OCS MAKES NO CONDITION OR WARRANTY OF ANY KIND THAT THE SOFTWARE AND DOCUMENTATION, OR ANY PRODUCTS OR RESULTS OF THE USE THEREOF, WILL MEET YOUR OR ANY OTHER PERSON'S REQUIREMENTS, OPERATE WITHOUT INTERRUPTION, ACHIEVE ANY INTENDED RESULT, BE COMPATIBLE OR WORK WITH ANY SOFTWARE, SYSTEM OR OTHER SERVICES, OR BE SECURE, ACCURATE, COMPLETE, FREE OF HARMFUL CODE, OR ERROR FREE.

• Indemnification.

• OCS Indemnification.

  • OCS shall indemnify, defend, and hold you harmless  from and against any and all losses, damages, liabilities, costs (including reasonable legal fees) ("Losses") incurred by you resulting from any third-party claim, suit, action, or proceeding ("Third-Party Claim") that the Software or Documentation, or any use of the Software or Documentation in accordance with an Agreement, infringes or misappropriates such third party's Canadian intellectual property rights, provided that you promptly notify OCS in writing of the claim, cooperates with OCS, and allows OCS sole authority to control the defense and settlement of such claim.

  •     If such a claim is made or appears possible, you agree to permit OCS, at OCS's sole discretion, to (A) modify or replace the Software or Documentation, or component or part thereof, to make it non­infringing, or (B) obtain the right for you to continue use. If OCS determines that none of these alternatives is reasonably available, OCS may terminate that Agreement, in its entirety or with respect to the affected component or part, effective immediately on written notice to you.

  •     This Section 10(a) will not apply to the extent that the alleged infringement arises from: (i) use of the Software in combination with data, software, hardware, equipment, or technology not provided by OCS or authorized by OCS in writing; (ii) modifications to the Software not made by OCS; or (iii) use of any version other than the most current version of the Software or Documentation delivered to you.

• Your Indemnification. You shall indemnify, hold harmless, and, at OCS's option, defend OCS and its affiliates from and against any Losses resulting from any Third-Party Claim based on  your ,or any Authorized User': (i) negligence or willful misconduct; (ii) use of the Software or Documentation in a manner not authorized or contemplated by an Agreement; (iii) use of the Software in combination with data, software, hardware, equipment, or technology not provided by OCS or authorized by OCS in writing; (iv) modifications to the Software not made by OCS; (v) use of any version other than the most current version of the Software or Documentation delivered to you; or (vi) content uploaded to the Software by you, any Authorized Users, or their affiliates, provided that you may not settle any Third-Party Claim against OCS unless such settlement completely and forever releases OCS from all liability with respect to such Third-Party Claim or unless OCS consents to such settlement, and further provided that OCS will have the right, at its option, to defend itself against any such Third-Party Claim or to participate in the defense thereof by counsel of its own choice.

• Sole Remedy. THIS SECTION 10 SETS FORTH YOUR SOLE REMEDIES AND OCS'S SOLE LIABILITY AND OBLIGATION FOR ANY ACTUAL, THREATENED, OR ALLEGED CLAIMS THAT THE SOFTWARE OR DOCUMENTATION INFRINGES, MISAPPROPRIATES, OR OTHERWISE VIOLATES ANY INTELLECTUAL PROPERTY RIGHTS OF ANY THIRD PARTY.

IN NO EVENT WILL OCS'S LIABILITY UNDER THIS SECTION 10 EXCEED THE AMOUNTS PAID BY YOU PURSUANT TO AN AGREEMENT IN THE 12 MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

 

• Limitations of Liability. IN NO EVENT WILL OCS OR ITS AFFILIATES BE LIABLE UNDER OR IN CONNECTION WITH AN AGREEMENT UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, AND OTHERWISE, FOR ANY: (a) CONSEQUENTIAL, INCIDENTAL, INDIRECT, SPECIAL, AGGRAVATED, PUNITIVE, OR EXEMPLARY DAMAGES; (b) INCREASED COSTS, DIMINUTION IN VALUE OR LOST BUSINESS, PRODUCTION, REVENUES, OR PROFITS; (c) LOSS OF GOODWILL OR REPUTATION; (d) USE, INABILITY TO USE, LOSS, INTERRUPTION, DELAY OR RECOVERY OF ANY DATA, OR BREACH OF DATA OR SYSTEM SECURITY; OR (e) COST OF REPLACEMENT GOODS OR SERVICES, IN EACH CASE REGARDLESS OF WHETHER YOU WERE ADVISED OF THE POSSIBILITY OF SUCH LOSSES OR DAMAGES OR SUCH LOSSES OR DAMAGES WERE OTHERWISE FORESEEABLE. IN NO EVENT WILL OCS'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO AN AGREEMENT UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, AND OTHERWISE EXCEED THE TOTAL AMOUNTS PAID TO OCS UNDER THAT AGREEMENT IN THE 12 MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

• Term and Termination.

• Term. The initial term of each Agreement begins on the Effective Date set out therein and, unless terminated earlier pursuant to any of that Agreement's or these Terms and Condition’s express provisions, will continue in effect as set out in that Agreement, or otherwise twelve (12) months from such Effective Date (the "Initial Term"). Unless stated otherwise in an Agreement, each Agreement will automatically renew for successive twelve (12) month terms unless earlier terminated pursuant to that Agreement's express provisions or either Party gives the other Party written notice of non-renewal at least ninety (90) days prior to the expiration of the then­ current term (each a "Renewal Term" and together with the Initial Term, the "Term").

• Termination. In addition to any other express termination right set forth in an Agreement:

  • • OCS may terminate an Agreement, effective on written notice to you, if you: (A) fail to pay any amount when due hereunder, and such failure continues more than thirty (30) days after OCS’s delivery of written notice thereof; or (B) breach any of your obligations under Section 3(b), Section 7, or Section 8.

  • Either Party may terminate an Agreement, effective on written notice to the other Party, if the other Party materially breaches that Agreement or these Terms and Conditions, and such breach: (A) is incapable of cure; or (B) being capable of cure, remains uncured thirty (30) days after the non-breaching Party provides the breaching Party with written notice of such breach; or either Party may terminate an Agreement, effective immediately upon written notice to the other Party, if the other Party: (A) becomes insolvent or is generally unable to pay, or fails to pay, its debts as they become due; (B) files or has filed against it, a petition for voluntary or involuntary bankruptcy or otherwise becomes subject, voluntarily or involuntarily, to any proceeding under any domestic or foreign bankruptcy or insolvency law; (C) makes or seeks to make a general assignment for the benefit of its creditors; or (D) applies for or has appointed a receiver, trustee, custodian, or similar agent appointed by order of any court of competent jurisdiction to take charge of or sell any material portion of its property or business.

• Effect of Expiration or Termination. Unless otherwise stated in an Agreement, upon expiration or earlier termination of that Agreement, the sublicense granted thereunder and hereunder will also terminate, and, without limiting your obligations under Section 7, you shall cease using and delete, destroy, or return all copies of the Software and Documentation and certify in writing to OCS that the Software and Documentation have been deleted or destroyed upon OCS’ request. No expiration or termination will affect your obligation to pay all Fees that may have become due before such expiration or termination or entitle you to any refund.

• Survival. This Section 12(d) and Section 2 (Definitions), Section 6 (Fees and Payment), Section 7 (Confidential Information), Section 8 (Intellectual Property Ownership), Section 9(d), Section 10 (Indemnification),Section 11 (Limitations of Liability), and Section 16 (Miscellaneous) survive any termination or expiration of an Agreement. No other provisions of an Agreement survive the expiration or earlier termination of an Agreement unless otherwise specified in that Agreement.

• Use of Your Name and Trademarks.

• OCS and its affiliates, authorized independent sales representatives, sub-licensees, successors, and assigns are hereby authorized to:

  • use your trademarks, service marks, and trade names and, to the extent you can grant such authorization, any third-party licensing rights in connection with advertising, promoting, or reselling the Software; and

  • refer to and advertise themselves as your contractors and software providers.

• Non-Disparagement. You agree and undertakes that during the Term, you, your affiliates, and any Authorized Users under your control will not disparage OCS or speak or act in a manner that is intended to disparage or damage the goodwill or business of OCS including but not limited to the business or personal reputations of any of the current or former officers, directors, agents or employees of OCS.

• Updates to the Services or Software, and Changes to These Terms.

  • We may change these Terms and Conditions at any time, and will notify you when we do. Using the Services after the changes become effective means you agree to the new terms. If you do not agree to the new terms, you must stop using the Services.

  • You may require software updates to keep using the Services. We may automatically check your version of the software and download software updates or configuration changes. You may also be required to update the software to continue using the Services. Such updates are subject to these Terms and Conditions unless other terms accompany the updates, in which case, those other terms apply. OCS isn't obligated to make any updates available beyond the scope of an Agreement. Such updates may not be compatible with software or services provided by third parties.

  • Additionally, there may be times when we need to remove or change features or functionality of the Services or stop providing a Service altogether. Except to the extent required by applicable law, OCS shall have no obligation to provide a re-download or replacement of any Service or Software.

• Miscellaneous.

• Entire Agreement. These Terms and Conditions, together with:

  • Any Agreement between you and OCS that incorporates these Terms and Conditions by reference;

  • The OCS Privacy Policy, currently available at www.chamberperksapp.com, which may be amended or updated from time to time (the "Privacy Policy"); and

  •  any schedules, appendices or documents attached hereto or incorporated by reference; and

  • any other documents incorporated herein by reference and all related Exhibits;

constitute the sole and entire agreement of the Parties with respect to the subject matter of that Agreement and supersedes all prior and contemporaneous understandings, agreements, and representations and warranties, both written and oral, with respect to such subject matter. In the event of any inconsistency between the statements made in the body of that Agreement, these Terms, related exhibits, and any other documents incorporated herein by reference, the following order of precedence governs: (a) first, the Agreement, excluding its Exhibits; (b) second, the Exhibits to that Agreement ; (c) third, these Terms and Conditions; and (d) fourth, any other documents incorporated herein by reference.

• Notices. All notices, requests, consents, claims, demands, waivers, and other communications hereunder (each, a "Notice") must be in writing and addressed to the Parties at the addresses set forth on each Agreement (or to such other address that may be designated by the Party giving Notice from time to time in accordance with this Section). All Notices must be delivered by personal delivery, nationally recognized overnight courier (with all fees pre-paid), facsimile, or email (with confirmation of transmission) or certified or registered mail (in each case, return receipt requested, postage pre-paid). Except as otherwise provided in an Agreement, a Notice is effective only: (i) upon receipt by the receiving Party, and (ii) if the Party giving the Notice has complied with the requirements of this Section.

• Force Majeure. In no event shall OCS be liable to you, or be deemed to have breached an Agreement, for any failure or delay in performing its obligations under that Agreement if and to the extent such failure or delay is caused by any circumstances beyond OCS's reasonable control, including but not limited to acts of God, flood, fire, earthquake, explosion, epidemics, pandemics, including the 2019 novel coronavirus disease (COVID-19) pandemic, war, terrorism, invasion, riot or other civil unrest, strikes, labour stoppages or slowdowns or other industrial disturbances, or passage of law or any action taken by a governmental or public authority, including imposing an embargo, internet service provider failures or delays, or denial of service attacks (each, a "Force Majeure Event").

• Amendments and Modifications. No amendment to or modification of an Agreement or these Terms and Conditions is effective unless it is in writing and signed by an authorized representative of each Party.

• Waiver. No waiver by any Party of any of the provisions hereof will be effective unless explicitly set forth in writing and signed by the Party so waiving. Except as otherwise set forth in an Agreement or these Terms and Conditions, no failure to exercise, or delay in exercising, any rights, remedy, power, or privilege arising from an Agreement will operate or be construed as a waiver thereof; nor will any single or partial exercise of any right, remedy, power, or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power, or privilege.

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

• Governing Law. Each Agreement, these Terms and Conditions, and all exhibits and schedules attached thereto and all matters arising out of or relating to them are governed by and construed in accordance with the laws of the Province of Ontario and the federal laws of Canada applicable therein without giving effect to any choice or conflict of law provision or rule (whether of the Province of Ontario or any other jurisdiction).

• Choice of Forum. Any legal suit, action, litigation or proceeding of any kind whatsoever in any way arising out of, from or relating to an Agreement or these Terms and Conditions, including all statements of work, exhibits, schedules, attachments and appendices attached to that Agreement and these Terms and Conditions, the services provided hereunder, and all contemplated transactions, shall be instituted in the courts of the Province of Ontario, and each Party irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action, litigation or proceeding. 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 suit, action, litigation or other proceeding brought in any such court. Each Party agrees that a final judgment in any such suit, action, litigation or proceeding is conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. 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.

• Assignment. You may not assign or transfer any of your rights or delegate any of your obligations hereunder, in each case whether voluntarily, involuntarily, by operation of law or otherwise, without the prior written consent of OCS. Any purported assignment, transfer, or delegation in violation of this Section is null and void. No assignment, transfer, or delegation will relieve the assigning or delegating party of any of its obligations hereunder. An Agreement and these Terms and Conditions are binding upon and enure to the benefit of the Parties hereto and their respective permitted successors and assigns.

• Export Regulation. You shall not yourself, or permit any other person to, export, re-export, or release, directly or indirectly, the Software to, or make the Software accessible from, any jurisdiction or country to which the export, re-export, or release is prohibited by applicable law, rule, or regulation or without first completing all required undertakings (including obtaining any necessary export licence or other governmental approval).

• Equitable Relief. Each Party acknowledges and agrees that a breach or threatened breach by such Party of any of its obligations under Section 7 (Confidential Information) or, in the case of you, Section 3(b) (Use Restrictions) or Section 8 (Intellectual Property Ownership), would cause the other Party irreparable harm for which monetary damages would not be an adequate remedy and agrees that, in the event of such breach or threatened breach, the other Party will be entitled to equitable relief, including a restraining order, an injunction, specific performance, and any other relief that may be available from any court, without any requirement to post a bond or other security, or to prove actual damages or that monetary damages are not an adequate remedy. Such remedies are not exclusive and are in addition to all other remedies that may be available at law, in equity, or otherwise.