TERMS OF SERVICE
These Terms of Service
(as revised from time to time by Global One upon written notice to the
Customer) apply to Global One's provision of and the Customer's use of
the Services under the Agreement. A current copy of Global One's Terms
of Service is available upon request or at www.Globalone.ca
"Affiliate"
of a party means any entity which controls, is under common
control with, or is
controlled by, that party.
“Agreement"
means the MSA, these Terms of Service, any applicable
Service Schedule or any
other written agreement between Global One and the Customer regarding
the Services.
"Global One"
means Global One, or any of its Affiliates that Global One authorizes to
offer any Service or part of any Service. For the purposes of Sections
9, 10 and 11, "Global One" shall include Global One its Affiliates, and
their respective employees, directors, officers. agents,
representatives, subcontractors and suppliers
“Annual Contract Value"
means the aggregate dollar value of the Services (as set out in
the applicable Service Schedules) that the Customer has committed to for
each year of the Initial Term or any renewal term.
"Charges"
means the rates and charges in the applicable Service
Schedule.
"Claims"
means any claim, demand, liability. damage, loss, suit, action,
investigation. proceeding or cause of action and all related costs and
expenses (which shall include, without limitation, legal fees and
expenses, including those fees and expenses of counsel incurred in
connection with any claim. demand, liability. damage, loss, suit,
action, investigation, proceeding or cause of action between Global One
and the Customer or Global One and a thud party or otherwise).
"Confidential Information"
means either party's confidential technical and business information,
including without limitation, information relating to inventions or
software, research and development. future product specifications,
engineering processes, network architecture. costs, profit or
margin information, customer or prospective customer information, and
marketing and business plans. "Confidential Information "does not
include information which: (a) is or becomes publicly known otherwise
than by reason of a breach of the Agreement; (b) has been independently
developed outside the scope of the Agreement and without reference to or
knowledge of the other party's Confidential Information;
(c) is previously
known to a party free of any obligation to keep it confidential; or (d)
is required to be disclosed pursuant to subpoena, court order, or other
governmental or legal process, whereupon the receiving party shall
provide prompt written notice to the disclosing party prior to such
disclosure, so that the disclosing party my seek a protective order or
other available relief.
"Content"
means information made available, displayed or transmitted in connection
with a Service including, among other things, all trade-marks and domain
names as well as the contents of any bulletin boards or chat forums, and
all updates, upgrades, modifications and other versions of any of the
foregoing. It also includes information made available by means of an
HTML hot link, a third party posting or similar means.
"Customer"
means the company or other corporate entity or organization whose name
appears on the Agreement as the recipient of the services. For the
purposes of Sections 9, 10 and 1 I, "Customer' shall include the
Customer, its Affiliates and their respective employees, directors,
officers, agents and representatives.
"Customer Location"
means the Customer's business address or location
for the purposes of
Service delivery.
"Facilities"
means any facilities, equipment, or software provided in
connection with Global
One's delivery of the Services or the Customer's use of the Services.
"Force Majeure Event"
means any event beyond the reasonable control of a party.
"Initial Term"
means the initial term of a Service Schedule specified in the applicable
Service Schedule.
"Maintenance Activities"
has the meaning set out in Section 6.5
"Master Services Agreement" or "MSP means the cover page of the
Agreement.
“Minimum Charge"
has the meaning set out in Section 5.3
"MSA term"
means the term agreed to by both Global One and Customer as stated on
page 1 of the MSA. In no event shall the MSA term he shorter than any
term under any active Service Schedule.
"Personal Information"
is information about an identifiable individual that is recorded in any
form. but does not include aggregated information that cannot be
associated with a specific individual.
"Service Schedule"
means Global One's standard service schedule issued for each Service or
Service bundle that the Customer asks Global One to provide under the
Agreement.
"Services" or "Service"
means any product and/or service provided by Global One to the Customer
under the Agreement, and does not include the provision of any
non-forborne or regulated services.
"Term"
means the Initial Term and any renewal term(s).
"User"
means any person the Customer permits to access or use the Services.
2.0 ORDERING
2.1 The Customer may request Services during the Term by
executing a Service Schedule. placing an online order. or placing a
phone order ("Order"). Each Order will he effective only when accepted
by Global One in writing or provisioned by Global One, and will be
governed by these Terms of Service and any other written agreement
between the parties regarding the order
3.0
GLOBAL ONE
RESPONSIBILITIES
3.1 Global One will provide the Services to the Customer in a
professional and workmanlike manner, consistent with industry standards
applicable to such Services,
and in
accordance with the applicable Service Schedule: (a) where applicable
services and technology exist; (h) where the Services continue to be a
Global One supported service; and (c) where Global One is permitted by
law to provide the Services.
4.
CUSTOMER RESPONSIBILITIES
4.1 Unless otherwise expressly provided in the Agreement, the
Customer will not resell the Services (or otherwise make the Services
available to third parties for value).
4.2 The Customer and Users will co-operate with Global One to
provide and maintain the Services. This includes, among other things.
provisioning and
maintaining the Customer Locations (including supplying power and other
utilities) and Customer Facilities in accordance with any specifications
that may be provided by Global One to the Customer.
4.3 The Customer shall be responsible for Customer's and User's
use of the Services and Content. The Customer's and Users' use of the
Services and Content will comply with the Agreement, all
applicable laws, regulations and written and electronic instructions for
use, and will not interfere with any Global One Facilities or Global
One's ability to provide the Services to the Customer or others. Unless
otherwise required by law or regulatory authority, if Customer's or
User's use of the Services interferes with any Global One Facilities or
Global One's ability to provide the Services to the Customer or others,
or if Global One suspects or receives notice (followed by
4.3 (cont.) reasonable investigation) that the Customer's or
Users' use of the Services or Content may violate any laws or
regulations, Global One may: (a) suspend the affected Service if such
use interferes with any Global One Facilities or Global One's ability to
provide the Services to others: or (b) (if the interference or violation
is not remedied or capable of remedy within 24 hours of Global One's
notice to the Customer) terminate the Agreement or the affected Service
or Service Schedule, suspend the affected Service, and or remove or
require the Customer to remove the Customer's or Users' Content from the
Services. Global One's actions or inaction under this section will not
constitute review or approval of the Customer's or User’s use of the
Services or Content. Global One will use reasonable efforts to provide
notice to the Customer before taking action under this section.
5.0 CHARGES AND
BILLING
5.1 Unless otherwise agreed to by the parties in writing, Charges
for each Service will begin to accrue upon the provision of such
Service. The Customer will pay Global One the Charges for the Services
in accordance with the applicable Service Schedule, subject to the
Minimum Charge. The Charges will remain in effect during the Initial
Term and any renewal term of the Agreement. unless Global One provides
written notice to the Customer, at least 30 days prior to the end of the
Initial Term or renewal term (as applicable) that the Charges will be
amended with effect from the first day of the next renewal term.
Notwithstanding the foregoing. third party charges incurred by Global
One in connection with the Services are subject to change and Global One
reserves the right to pass on these charges to the Customer.
5.2 The Customer will pay all monthly recurring Charges in
advance and all other Charges monthly in arrears. All Charges shall be
payable when due as shown on the applicable invoice. and shall be
exclusive of any value added tax. goods and services tax, or other
transaction or Indirect tax, fee or surcharge (collectively. the
"Taxes") that may apply, including any related interest, penalty or
similar charge. The Customer will pay any and all Taxes that apply to
the Services.
5.3 The Customer shall commit to an Annual Contract Value, which
amount may be revised by mutual written agreement of the parties. The
Customer will not pay Global One less than 75% of the Annual Contract
Value in any year (the "Minimum Charge"), even if the Customer's
invoiced amount for the
Services for such year (before taxes and after applicable discounts) is
less than the Minimum Charge.
5.4 If the Customer is late in making any payment. or if the
Customer's bank returns any payment, the Customer will reimburse Global
One for any reasonable collection costs Global One incurs. The Customer
will pay interest on any late payments at the lower of 18% pa annum or
the maximum rate allowed by applicable law.
5.5 The Customer will pay for any reasonable costs that Global
One incurs to restore a suspended Service, if the suspension results
from the Customer's failure to comply with the Agreement.
5.6 In the event that the Customer requests provision of the
Services at a Customer location to which Global One does not have
existing facilities and a special build, lease of third party facilities
or other special arrangement is required in order to accommodate the
request (a "Special Build"), the Customer shall pay Global One the
actual cost of the Special Build. Prior to commencing a Special Build,
Global One shall provide an estimate of the cost of the Special Build
and obtain the Customer's written approval of the Special Build.
5.7 The Customer will review the Customer's invoices and inform
Global One promptly in writing of any errors, omissions or
irregularities. The Customer will promptly pay the undisputed portion of
any invoice. If the Customer disputes a portion of an invoice the
Customer will give Global One written notice within six (6) months of
the invoice date, otherwise the Customer will be considered to have
accepted the accuracy and validity of the invoice
5.8 Unless there has been deception by the Customer regarding a
Charge, the Customer will only be responsible for paying a previously
unbilled or underbilled Charge where it is correctly billed within a
period of six (6) months from the date it was incurred.
5.9
If at any time
during the Term of the Agreement there is an adverse change in the
Customer's financial position: business prospects or payment history,
Global One may require that the Customer provide Global One with a
security deposit or increase the amount of a security deposit, as
the case may be, as security for the full and faithful
performance of the Customer of the terms, conditions and covenants of
the Agreement. In the event that the Customer does not comply with
Global One's requirements, Global One reserves the right to suspend
Services without further notice until Global One's requirements are met.
The Customer agrees and acknowledges that Global One may conduct any
credit enquiries necessary to review the Customer's payment history.
6.0 FACILITIES
6.1 Each party will continue to own its respective Facilities.
Neither the Customer nor Global One wil1 create any liens or
encumbrances on the other party's Facilities.
6.2 The Customer will not make any change or repair to Global
One's Facilities, connect any of the Customer's Facilities to Global
One’s Facilities, or allow access to Global One's Facilities without
Global One's prior written permission. As long as the provision of the
Services are not impaired, Global One can, without notice to the
Customer. move the Services to Global One's Facilities, or to a new
technology.
6.3 The Customer shall be responsible for the security of and any
loss or damage to Global One Facilities located on the Customer's (or
Users) premises, reasonable wear and tear excepted.
6.4 Global One grants the Customer a personal,.
non-transferable and non- exclusive licence to use, in object code form,
any software provided by Global One under the Agreement, but only if (a)
the Customer uses the software solely in connection with the Services
and in accordance with the applicable written and electronic
documentation ('Documentation"); (b) the Customer does not reverse
engineer the software to derive its source code; (c) the Customer does
not copy or download the software, except as permitted in the
Documentation; and (d) the Customer complies with any additional terms
and conditions that are provided with any third-party software.
6.5 Global One can make any routine or unscheduled maintenance,
inspections, tests, repairs and adjustments ('Maintenance Activities")
necessary to investigate. Modify, repair or maintain the installation or
operation of Global One's Facilities or the Customer's Facilities
managed by Global One and located on Global One's premises. Global One
will give the Customer reasonable notice of any such Maintenance
Activities that may impact Service, except in cases of emergency.
6.6 Upon reasonable notice to the Customer, the Customer will
provide timely access to Global One to any of the Customer's Facilities
located on the Customer's (or Users') premises that Global One may need
for Global One's Maintenance Activities. Global One shall not be liable
for any resulting Service problem in the event that the Customer does
not provide such timely access.
6.7 Upon the expiration or termination of the Agreement. the
Customer will provide Global One with access to the Customer's
Facilities to allow removal of Global One's Facilities.
7.0 TERM &
TERMINATION
7.1 Term
7.1.1 Unless otherwise stated in
the Agreement, the Initial Term of each Service Schedule will begin on
the date the Service Schedule is signed by Global One. The Services will
be provided for the period and pursuant to the terms set out in the
applicable Service Schedule(s). The MSA term will begin on the date the
MSA is signed by the parties, and will continue so long as any Service
Schedule remains in effect.
7.1.2 The Initial Term will auto renew for successive periods equal
to the Initial Term unless either patty gives the other party prior
written notice of termination at least sixty (60) days prior to the end
of the Initial Term or renewal term (as applicable).
7.2 Termination for Cause
7.2.1 Global One may terminate the Agreement or the applicable
Service in accordance with Section 4.3.
7.2.2 If either party breaches any material term or condition of the
Agreement and the breach cannot be remedied within 30 days after receipt
of written notice, the other party may terminate the Agreement or the
affected Service or Service Schedule for cause. Either party can
terminate the Agreement immediately it (a) the other patty breaches its
obligations under Section 8 (Confidential Information) or Section 13.2
(publicity and trade-marks); (b) any proceeding under bankruptcy,
creditor protection or similar law is commenced against the other party;
or (c) a receiver is appointed for the other party.
7.2.3 Global One may terminate the agreement and suspend service if:
a) the customer fails to pay an account that is past due, provided it
has been past due for more than two months.
b) fails to comply with a deferred payment agreement.
c) contravenes any term or condition of the agreement.
7.3 Termination Charge
7.3.1 Unless otherwise expressly provided in the applicable Service
Schedule, if the Customer terminates the Agreement without cause, or if
Global One terminates the Agreement with cause. the Customer will pay
Global One an amount equal to 75% of the Annual Contract Value for the
current year (less any Charges paid by the Customer during such year)
and 50% of the Annual Contract Value multiplied by the number of years
remaining in the Initial Term or renewal term (as applicable)
("Termination Charge").
7.3.2 If the Customer cancels or delays a request for any Service
after installation work has started, but before such Service is
provisioned the Customer will pay a one-time installation charge
("Installation Charge") to cover Global One's reasonable costs
(including without limitation. third party costs or costs incurred by
Global One for Special Builds) of installing and or provisioning such
Service .
7.3.3 The Customer acknowledges that any termination charges payable
under this section are a realistic pre-estimate of the damages that
Global One will suffer for the termination.
7.3.4 The Customer will not be required to pay the Termination
Charge if the Customer enters into a new Agreement with an Initial Term
and estimated Annual Contract Value equal to or greater than the
remaining Annual Contract Value of the terminated Agreement.
7.3.5 The Customer will pay all undisputed Charges incurred up to
the effective date of termination of any Service or the Agreement
(including. without limitation, any amounts owing for Special Builds).
7.3.6
Unless otherwise stated in the Agreement, each party will
provide the other party with sixty (60) days prior written notice of
termination of any Service or the Agreement.
8.0
CONFIDENTIAL
INFORMATION
8.1 Each party will keep confidential for three years after
disclosure the disclosing party's Confidential Information (except
software will be kept confidential for an indefinite period), using at
least the same precautions the receiving party uses to safeguard its own
confidential or proprietary information.
8.2 Each party will use the disclosing party's Confidential
Information solely to fulfill its obligations under the Agreement. In
the case of Global One, this includes the ability to monitor and record
the Customer's transmissions in order to detect fraud, check quality,
confirm compliance with the Agreement, and to operate, maintain and
repair the Services.
8.3 Neither party will disclose the
disclosing party's Confidential Information, except to: (a) employees,
agents. contractors and Affiliates on a need-to-know basis, provided
that such agents, contractors and Affiliates are not direct competitors
of the disclosing party and agree in writing to use and disclosure
restrictions as restrictive as those contained in this section; or (b)
to the extent required by law. with prior advance written notice.
8.4 Unless the Customer consents in writing or disclosure is made
pursuant to a legal requirement, all information held by Global One
regarding the Customer, other than the Customer's name, address. listed
telephone number. domain name or "IP" number, may not be disclosed to
anyone other than (a) a person who (in Global One's reasonable
judgement) is seeking the information as the Customer's agent, (b)
another telecommunications service provider for the purpose of the
efficient and cost-effective provision of telecommunications services.
(c) a company involved in supplying the Customer with telephone or
telephone directory related services. or Internet or Internet directory
related services, or (d) an agent retained by Global One in the
collection of the Customer's account, provided disclosure is made on a
confidential basis and the information is required for, and is to be
used only for, the stated purpose.
8.5
Global One will only use Personal Information that Global One
collects in accordance with the principles in Global One's Privacy
Policy. a current copy of which is available at www.globalone.ca or upon
request.
9.
LIMITATIONS OF
LIABILITY
9.1 For the purposes of all exclusive remedies, indemnities and
limitations of liability in the Agreement: (a) "Global One" will
include and its Affiliates. and their respective employees, directors,
officers, agents, representatives, subcontractors. interconnection
service providers and suppliers; and (b) "Customer" will include the
Customer, the Customer's Affiliates and Users, and their respective
employees, directors, officers, agents, and representatives.
9.2 THE ENTIRE LIABILITY THAT EITHER PARTY WILL HAVE TO THE OTHER
PARTY. AND THE OTHER PARTY'S EXCLUSIVE REMEDIES, FOR ANY CLAIMS
ARISING IN CONNECTION WITH ANY SERVICE OR OBLIGATIONS UNDER THE
AGREEMENT SHALL BE:
(A)
FOR BREACH OF CONFIDENTIAL INFORMATION OBLIGATIONS OR SOFTWARE LICENSE
OBLIGATIONS, FOR BODILY INJURY OR DEATH TO ANY PERSON OR REAL OR
TANGIBLE PROPERTY DAMAGE CAUSED BY THE NEGLIGENCE OR WILLFUL MISCONDUCT,
LIMITED TO PROVEN DIRECT DAMAGES;
(B)
FOR DAMAGES OTHER THAN THOSE DESCRIBED IN (A) ABOVE AND NOT EXCLUDED
UNDER THE AGREEMENT: THE LIABILITY OF EACH PARTY IS LIMITED TO PROVEN
DIRECT DAMAGES OF THE OTHER PARTY, NOT TO EXCEED PER CLAIM (OR IN THE
AGGREGATE DURING ANY TWELVE (12) MONTH PERIOD) AN AMOUNT EQUAL TO THE
AMOUNT PAYABLE BY THE CUSTOMER FOR THE AFFECTED SERVICE DURING THE THREE
(3) MONTHS PRECEDING THE MONTH IN WHICH THE DAMAGE OCCURRED. THIS DOES
NOT LIMIT THE CUSTOMER'S RESPONSIBILITY FOR THE PAYMENT OF ALL PROPERLY
DUE CHARGES UNDER THE AGREEMENT; AND
(C) FOR
ERRORS AND OMISSIONS IN DIRECTORY LISTINGS. A REFUND OR CREDIT OF ANY
CHARGES ASSOCIATED WITH SUCH LISTINGS FOR THE PERIOD DURING WHICH THE
ERROR OR OMISSION OCCURRED.
9.3 NEITHER PARTY WILL BE LIABLE TO THE OTHER PARTY FOR ANY INDIRECT,
INCIDENTAL. ONSEQUENTIAL, PUNITIVE; RELIANCE OR SPECIAL DAMAGES,
INCLUDING WITHOUT LIMITATION, DAMAGES FOR LOST PROFITS, ADVANTAGE,
SAVINGS OR REVENUES OF ANY KIND OR INCREASED COST OF OPERATIONS.
9.4 GLOBAL ONE WILL NOT BE LIABLE FOR ANY DAMAGES ARISING OUT OF OR
RELATING TO: (A) FACILITIES, EQUIPMENT, SOFTWARE, APPLICATIONS,
SERVICES, OR CONTENT PROVIDED BY THE CUSTOMER. USERS OR THIRD PARTIES;
(B) SERVICE INTERRUPTIONS. DEGRADATION, ERRORS, DELAYS OR DEFECTS IN
TRANSMISSION. (C) UNAUTHORIZED ACCESS TO OR THEFT. ALTERATION, LOSS OR
DESTRUCTION OF THE CUSTOMER'S, USERS' OR THIRD PARTIES' APPLICATIONS,
CONTENT, DATA, PROGRAMS. INFORMATION, NETWORK OR SYSTEMS BY ANY MEANS
(INCLUDING WITHOUT LIMITATION VIRUSES): OR (D) ANY ACT OR OMISSION OF
THE CUSTOMER. USERS OR THIRD PARTIES.
9.5 THE LIMITATIONS OF LIABILITY IN THE AGREEMENT WILL APPLY: (A)
REGARDLESS OF THE FORM OF ACTION. WHETHER IN CONTRACT, TORT,
INCLUDING NEGLIGENCE, STRICT LIABILITY OR OTHERWISE; AND (B) WHETHER OR
NOT DAMAGES WERE FORESEEABLE. THESE LIMITATIONS OF LIABILITY SHALL
SURVIVE FAILURE OF ANY EXCLUSIVE REMEDIES PROVIDED IN THE AGREEMENT.
9.6
NEITHER PARTY WILL BE LIABLE FOR A FORCE MAJEURE EVENT. EXCEPT THAT THE
CUSTOMER'S OBLIGATION TO PAY FOR CHARGES INCURRED FOR SERVICES RECEIVED
BY THE CUSTOMER SHALL NOT BE EXCUSED.
10
WARRANTIES
10.1. UNLESS OTHERWISE EXPRESSLY PROVIDED IN THE AGREEMENT, GLOBAL ONE
MAKES NO REPRESENTATIONS, WARRANTIES, CONDITIONS OR GUARANTEES AS TO
MERCHANTABLE QUALITY. FITNESS FOR A PARTICULAR PURPOSE OR ANY OTHER
REPRESENTATIONS. WARRANTIES. CONDITIONS OR GUARANTEES REGARDING ANY
SERVICE. PRODUCT OR FACILITIES PROVIDED BY GLOBAL ONE TO THE CUSTOMER
(INCLUDING WITHOUT LIMITATION, THOSE RELATING TO: (A) NETWORK
TRANSMISSION CAPACITY; (B) WHETHER DATA WILL BE TRANSMITTED IN AN
UNCORRUPTED FORM: (C) THE SECURITY OF ANY TRANSMISSION OR NETWORK; (D)
THE FAULT TOLERANCE OF THE SERVICE; OR (E) THE RELIABILITY OR
COMPATIBILITY OF THE FACILITIES, EQUIPMENT OR SOFTWARE OF THIRD PARTIES
WHICH MAY BE UTILIZED BY GLOBAL ONE IN PROVIDING, OR BY THE CUSTOMER IN
USING, THE SERVICE) WHETHER EXPRESS OR IMPLIED IN LAW OR IN FACT.
11.0 INDEMNITY
11.1 The Customer wil1 indemnify and hold Global One harmless against
any and all Claims relating to: (a) the Customer's (or Users') unlawful
use of the Services. Global One's Facilities or the Customer's
Facilities: (b) property damage, personal injury or death Claims caused
by the gross negligence or willful conduct of the Customer (or Users);
(c) breach of the Customer's (or Users') obligations hereunder; arid (d)
the Customer's (or Users') Content.
12.0 REGULATORY REQUIREMENT
12.1 If the Federal Communications
Commission, the Canadian Radio- television and Telecommunications
Commission ("CRTC"), a foreign or state regulatory body. or a court of
competent jurisdiction, issues a rule, regulation, law or
order which has the effect of materially increasing the cost to provide
the Services cancelling, changing, or superseding any material term or
provision of the Agreement (collectively "Regulatory Requirement"), then
the Agreement shall he deemed modified in such a way as the parties
mutually agree is consistent with the form, intent and purpose of the
Agreement and is necessary to comply with such Regulatory Requirement.
In the event that any Service becomes subject to a tariff imposed by the
CRTC, the parties agree to adjust the Charges in order to meet the
tariff rate. In addition, the parties acknowledge and agree that
the terns and conditions contained or incorporated by reference in such
tariff will, to the extent of any conflict or inconsistency,
prevail over any provision of the Agreement.
13.0 GENERAL PROVISIONS
13.1 The Customer is not entitled to property rights in dial numbers,
and in some cases, "IP" numbers or. domain names assigned to the
Customer. Global One may change any numbers or domain names assigned to
the Customer. if Global One is required to do so by any legal or
regulatory authority or other service provider.
13.2 No public statements or announcements can be made about the
Agreement without each party's prior mutual consent. Neither party will
use the other party's trade names, logos, or trademarks (collectively
"Marks") without the other party's prior written consent. This written
consent can be revoked at any time.
13.3 Unless otherwise expressly provided in the Agreement, any change to
the Agreement must be in writing and signed by representatives of
each party. Any waiver will not operate as a waiver of any other breach
of the Agreement.
13.4 The Customer may not assign the Agreement without Global One's
prior written consent: which consent will not be unreasonably withheld
or delayed.
13.5 If any portion of the Agreement is found to be invalid or
unenforceable, the remaining provisions shall remain in effect.
13.6 Any legal action arising in connection with the Agreement must be
brought within two (2) years after the cause of action arises.
13.7 Any notices to the other party will be in writing and either mailed
by certified or registered mail, sent by express courier or hand
delivered and addressed to each party at the address set out in the
Agreement, or such other address that a party indicates in writing.
Unless otherwise provided in the Agreement, all notices to Global One
shall be directed to: 4 Kern Road, Suite 201, Toronto, Ontario, M3B 3P9:
Attention: President.
13.8 The laws in effect in Ontario will apply to the Agreement. The
parties agree that jurisdiction and venue in the courts of Ontario is
appropriate, and that all legal proceedings will be brought only in
Ontario.
13.9 All dollar amounts referred to in this Agreement are in lawful
money of Canada unless expressly indicated otherwise.
13.10 The parties' obligations. which by their nature would continue
beyond the termination or expiration of the Agreement or any Service
schedule, including but not limited to, obligations regarding
confidentiality, publicity and trade-marks, and limitations of
liability, will survive such termination or expiration
13.11 There shall be no third party beneficiaries to this Agreement,
provided, however, that the various parties specifically included as
parties that may be indemnified or compensated herein may seek
such indemnification or compensation, as appropriate.
13.12 THE AGREEMENT CONSTITUTES THE ENTIRE
AGREEMENT BETWEEN THE PARTIES WITH RESPECT TO THE SERVICES. THE
AGREEMENT SUPERSEDES ALL PRIOR AGREEMENTS, PROPOSALS, REPRESENTATIONS.
STATEMENTS OR UNDERSTANDINGS, WHETHER WRITTEN OR ORAL WITH RESPECT TO
THE SERVICES.
13.13 In the event of a conflict or any inconsistency between the
terms of these Terms of Service and any Service Schedule, the terms of
these Terms of Service shall prevail unless the Service Schedule
expressly states that it is amending these Terms of Service.
13.14 The parties confirm that it
is their wish that the Agreement, as well as all other documents
relating thereto, including all notices, be drawn up in the
English language only. Les parties aux presentes cofirment leur volont,
que cette convention, de meme que tous les documents, y compris tout
avis, qui s'y rattachent soient rediges en langue anglaise.