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Software as a Service AGREEMENT
This Software as a Service Agreement (the
"Agreement") is made as of
[2024-03-05 02:03:18] (the "Effective Date"), between Dead
Inventory Store Inc., an Alberta corporation ("Service Provider") and , [ ]]
This Agreement governs Supplier's access to and use of the Platform and
This Agreement takes effect when you click the
"I accept" button below or when you access or use the Platform or
Services. By clicking on the "I accept" button below or by accessing
or using the Platform or Services you: (a) acknowledge that you have read and
understand this Agreement; (b) represent and warrant that you have the right,
power, and authority to enter into this Agreement on behalf of Supplier and
that you have the legal authority to bind Supplier; and (c) accept this
Agreement on behalf of Supplier and agree that Supplier is legally bound by its
If you do not agree to the terms of this
Agreement, please select the "I decline" button below. If you do not
accept the terms of this Agreement, you may not access or use the Platform or
Definitions. In this Agreement, unless a clear contrary intention
"Agreement" means this agreement
including any recitals to this agreement, as amended, supplemented or restated
from time to time.
"Confidential Information" means
any information of a Party (in each case, the "Disclosing Party") and includes, without limitation, any
financial, business, marketing, technical and scientific information, trade
secrets, processes, designs and design concepts, drawings, data, formulae,
plans, prototypes, specifications, know-how, improvements, inventions (whether
patentable or not), tools, technology, business opportunities and other
information whether or not related to or arising from the activities
contemplated in this Agreement and whether disclosed to the other Party (in
each case, the "Receiving Party")
verbally or otherwise. Notwithstanding
the forgoing, Confidential Information does not include any information that:
(i) is in the public domain without such disclosure being a result, directly or
indirectly, of a breach of this Agreement; (ii) was previously known to
Receiving Party, reasonable proof of which lies upon Receiving Party; (iii) is
developed by Receiving Party without reference to Disclosing Party's
Confidential Information, reasonable proof of which lies upon Receiving Party;
or (iv) was received by Receiving Party from a source (other than Disclosing
Party) and such information was not subject to obligations of confidence.
"Customer" means a Person who
purchases Listed Goods through the Platform.
"Customer Order" means an order for
Listed Goods purchased by a Customer from Supplier through the Platform.
"Documentation" means Service
Provider's standard manual and other documentation related to use of the Platform.
"End User" means any company or
individual, whether authorized or not, who uses the Platform on Supplier's
behalf, through Supplier's account or passwords or using accounts or passwords
issued through Supplier for its users.
"Intellectual Property Rights"
means, collectively, all intellectual property and industrial property rights
anywhere in the world comprising or relating to: (i) any invention, trademark,
copyright, industrial design, trade secret or confidential information; (ii)
any registration, application or right to apply for the registration of any
patent (including all reissues, divisionals, provisionals, continuations and
continuations-in-part, re-examinations, renewals, substitutions and extensions
thereof), trademark, copyright, industrial design, trade secret or confidential
information; and (iii) any other intellectual property or industrial property
right, including any right in any cause of action relating to any of the
"Listed Goods" means listings on
the Platform of Supplier's (and other suppliers') excess, damaged or otherwise
"dead" inventory goods that are provided for sale to Customers
through the Platform, including all Specifications for such goods.
"Parties" means Service Provider
and Supplier, and "Party"
means either one of them, as the context requires.
"Person" means any natural person,
sole proprietorship, partnership, firm, body corporate, trust, joint venture,
governmental authority or any incorporated or unincorporated entity or
association of any nature.
"Platform" means Service Provider’s
software for providing listings of Listed Goods, and for the sale or resale of
such Listed Goods to Customers through such software, and all related user
interfaces, application programming interfaces and data models.
"Representative" means, with
respect to a Party, any director, officer or employee of such Party.
"Services" means the software services
(including implementation and support, if applicable) to be provided by Service
Provider to Supplier using the Platform.
"Specifications" means all
information relating to Listed Goods, including technical and safety
specifications, photographs showing the actual state of such Listed Goods and
their packaging, and any additional information required to fully inform
Customers of the nature and condition of such Listed Goods.
"Supplier Data" means data in
electronic form input or collected through the Platform, or otherwise submitted
to Service Provider, by or from Supplier, including by End Users.
"Term" has the meaning given to it
Interpretation. In this
Agreement, unless a clear contrary intention appears:
reference in this Agreement to gender includes all genders. Words importing the singular number only
include the plural and vice versa.
division of this Agreement into articles and sections and the insertion of
headings are for convenience of reference only and do not affect the
interpretation of this Agreement.
references in this Agreement or on the Platform to dollars, or to $ are
expressed in 
currency, unless otherwise specifically indicated.
Agreement (i) the words "including", "includes" and "include"
mean "including (or includes or include) without limitation", and
(ii) the phrase "the aggregate of", "the total of", "the
sum of", or a phrase of similar meaning means "the aggregate (or
total or sum), without duplication, of".
Unless otherwise specified, the words "Article" and "Section"
followed by a number mean and refer to the specified Article or Section of this
Schedules attached to this Agreement form an integral part of it.
otherwise provided in this Agreement, any reference in this Agreement to a
statute refers to such statute and all rules and regulations made under it, as
it or they may have been, or may from time to time be, amended or re-enacted.
Services and The Platform
Services. During the Term,
Service Provider will use commercially reasonable efforts to provide Supplier
the Services, pursuant to the terms of this Agreement.
Use of the Platform. During
the Term, Supplier may access and use the Platform pursuant to the terms of this
Agreement, including to make Listed Goods available for sale to Customers
through the Platform, and to fulfil such Customer Orders.
Communication with Customers. The Parties intend that Service Provider will appear to Customers
as the provider of all Listed Goods. All
communication between Supplier and its Customers must occur through Service
Provider. If Supplier wishes to
communicate with a Customer, it will contact Service Provider with the message
it wishes to communicate. Service
Provider may, in its sole discretion, communicate Supplier's messages to
Customers or Customers' messages to Supplier; provided that Service Provider
will not unreasonably withhold, condition or delay such communications.
may reproduce and use the Documentation solely as necessary to support End
Users’ or Customers' use of the Platform.
Fees, Invoicing and Payment
Listed Goods. Supplier shall add listings for Listed Goods
to the Platform, including the prices and all applicable Specifications for
such Listed Goods. All prices for Listed
Goods on the Platform must include applicable sales taxes. Service Provider will
process Customer payments (including applicable sales taxes); however each
Party will be responsible for remitting its proportionate share of all taxes
applicable to the sale of Listed Goods, according to its share of the proceeds
of the sale of such Listed Goods. Customer
is responsible for arranging and paying for: shipping all purchased Listed
Goods to the applicable Customers; and, insurance on such shipments. Amounts for shipping of Listed Goods
be included in the prices for Listed Goods on the Platform, but separate
shipping options and prices will be made available to Customer on the Platform.
Service Provider Fees.
Provider will process payment for each Customer Order, using a third party
payment processor (Stripe, as of the Effective Date), after such Customer Order
has been submitted by a Customer through the Platform. Supplier acknowledges that Service Provider
will be entitled to deduct and keep, as its fee for each Customer Order (the
"Fees") a percentage (as of the Effective Date) of the total amount paid by Customer for each
Customer Order. Supplier will be
entitled, upon its shipment to Customer of the Listed Goods for a Customer
Order, and Customer's acceptance of such Listed Goods, to be paid the remainder
of such total amount paid by Customer for such Customer Order.
(or its Customers') use of the Services requires the payment of additional fees
(according to the terms of this Agreement), Supplier shall be billed for such
usage and Supplier agrees to pay the additional fees in the manner provided in
Provider reserves the right to change the Fees or applicable charges and to
institute new charges and Fees from time to time during the Term, upon thirty
(30) days prior notice to Supplier (which may be sent by email). If Supplier
believes that Service Provider has billed Supplier incorrectly, Supplier must
contact Service Provider no later than sixty (60) days after the date on the
first billing statement in which the error or problem appeared, in order to
receive an adjustment or credit. Supplier
may direct any such inquiries to Service Provider’s customer support
Supplier Payments. Service Provider shall pay amounts owing to
Supplier for Listed Goods that have been sold, shipped, delivered, and accepted
by Customers on a monthly basis.
Provider may provide statements to Supplier, on a monthly basis, showing in
reasonable detail, for such period: the amounts collected by Service Provider
from Customer payments for Customer Orders; the amounts it deducted for its
Fees and any other expenses; and the amounts it paid out to Supplier.
Use of Supplier Data. Supplier
hereby grants to Service Provider a non-exclusive, perpetual, irrevocable,
royalty-free, worldwide licence to access, process, reproduce, distribute,
modify, and otherwise use and display Supplier Data and perform all acts with
respect to Supplier Data as may be necessary for Service Provider to operate
the Platform and provide the Services. Service Provider may grant any third
party access to Supplier Data, as necessary to provide the Services through the
Platform. Service Provider may disclose Supplier Data as required by applicable
law or by proper legal or governmental authority. Service Provider will give Supplier
Notice of any such legal or governmental demand and will reasonably cooperate
with Supplier in any effort to seek a protective order or otherwise to contest
such required disclosure, at Supplier’s expense.
Risk of Exposure. Supplier
recognizes and agrees that hosting data online involves risks of unauthorized
disclosure or exposure and that, in accessing and using the Platform, Supplier
assumes such risks. Service Provider offers no representation, warranty, or
guarantee that Supplier Data will not be exposed or disclosed through errors or
the actions of third parties.
Data Accuracy. Service
Provider shall have no responsibility or liability for the accuracy of data
uploaded to the Platform by Supplier, including Supplier Data and any other
data uploaded by End Users.
Data Deletion. Service
Provider may permanently erase Supplier Data if Supplier’s account is
delinquent, suspended, or terminated for ninety (90) days or more.
Supplier's Responsibilities and Restrictions
may create listings for Listed Goods on the Platform. Supplier must include, and keep current, all
Specifications for each listing of Listed Goods it creates or maintains.
is responsible for shipping each completed order for Listed Goods to the
respective Customer, including in each case: engaging an appropriate carrier,
obtaining insurance covering the full value of the Listed Goods, and paying all
costs associated with such shipping.
is responsible for all compensation to Customers (through Service Provider) for
any deliveries of Listed Goods that do not conform to the Specifications for
such Listed Goods when a Customer receives them, or for such deliveries that
are not completed or are delivered late.
may not contact Customers for any reason.
Service Provider will manage all communications with Customers. If Supplier wishes to contact a Customer,
has a dispute with a Customer, Supplier must discuss an approach to such
communication or dispute resolution with Service Provider.
Prohibited Uses. Supplier may not:
(a) use the Platform for service bureau or time-sharing purposes or in any
other way allow third parties to exploit the Platform; (b) provide Platform
passwords or other log-in information to any third party; (c) share non-public Platform
features or content with any third party; (d) access the Platform in order to
build a competitive product or service, to build a product using similar ideas,
features, functions or graphics, or to copy any ideas, features, functions or
graphics of the Platform; or (e) engage in web scraping or data scraping on or
related to the Platform, including collection of information through any
software that simulates human activity or any bot or web crawler. In addition
to any other remedies as Service Provider may have, Service Provider may
suspend Supplier's or any End User's access to the Platform without advanced
notice, if Service Provider reasonably suspects any breach of the requirements
of this Section
, including by End Users.
Access to the Platform. Supplier shall be
responsible for obtaining and maintaining any equipment and ancillary services
needed to connect to, access or otherwise use the Platform, including hardware,
servers, software, operating systems, networking, web servers and the like.
Unauthorized Access. Supplier
shall take reasonable steps to prevent unauthorized access to the Platform,
including by protecting its passwords and other log-in information. Supplier
shall notify Service Provider immediately of any known or suspected
unauthorized use of the Platform or breach of its security and shall use best
efforts to stop any such breach.
Compliance with Laws. In
its use of the Platform, Supplier shall comply with all applicable laws,
including laws governing the export or re-export of software and other
technology, the protection of personally identifiable information and other
laws applicable to the protection of Supplier Data.
End Users; Platform Access. Supplier is responsible and liable for: (a) End Users' use of the Platform,
including unauthorized End User conduct and any End User conduct that would
violate the requirements of this Agreement if it were Supplier's conduct; and
(b) any use of the Platform through Supplier's account, whether authorized or
Ownership of the Platform. Service Provider owns and retains all right, title, and interest in
and to the Platform, including all software used to provide the Platform, all
graphics and user interfaces reproduced through the Platform, and all related
Intellectual Property Rights. Except as explicitly granted, this Agreement does
not grant Supplier any Intellectual Property Rights or license in or to the Platform
or any of its components. Supplier recognizes that the Platform and its
components are protected by copyright and other laws.
Provider shall own all data (other than Supplier Data) it collects, generates,
stores or uses on the Platform, and all related proprietary attributes of such
data. Service Provider shall have the right to collect and analyze data and other
information relating to its provision of, Supplier's use of, and the performance
of various aspects of, the Platform and related systems and technologies
(including information concerning Supplier Data and data derived therefrom),
and, as owner of such information and data, Service Provider will be free
(during and after the Term) to: (a) use such information and data to improve
and enhance the Services and the Platform and for other development, diagnostic
and corrective purposes in connection with the Platform and other Service
Provider offerings; and (b) disclose such data solely in aggregate or other
de-identified form in connection with its business. For clarity, any such
information and data derived from Supplier Data does not form a part of, and is
excluded from, Supplier's Confidential Information.
Ancillary Attributes. Service
Provider will own all environmental attributes relating to any reduction in CO2
emissions (or equivalent), including any emissions performance credits,
emissions offset credits, clean fuel compliance credits, investment tax
credits, or any similar allowances, credits, offsets or other benefits associated
with the operation of the Platform, the performance of the Services or any sale
of Listed Goods, whether under current or any future law.
addition to Supplier's obligations of confidence respecting the Confidential
Information, Supplier covenants that it will not: copy, modify or create
derivative works of, or improvements to, any aspect of the Platform; reverse
engineer, disassemble, decompile, extract constituent parts, decode or
otherwise attempt to derive or gain access to the specifications of any source
code of any software or any other proprietary information or trade secrets
contained in any aspect of, or relating to, the Platform; remove, delete, alter
or obscure any trademarks or any copyright, trademark, patent or other
intellectual property or proprietary rights notices from any Confidential
Information or output from the Platform, including any copy thereof; or, use
any Confidential Information or the Platform for purposes of competitive
analysis of Service Provider's business, services or products, or the
development of a competing product or service or any other purpose that is to Service
Provider's commercial disadvantage.
Obligations of Confidence
Receiving Party is bound by an obligation of confidence to Disclosing Party in
regards to all Disclosing Party's Confidential Information. Therefore, except as may be specifically
permitted in this Agreement, each Receiving Party shall keep all Disclosing
Party's Confidential Information in strict confidence and: (i) may not
disclose, either directly or indirectly, any Disclosing Party's Confidential
Information to any third party, and (ii) may not use any Disclosing Party's Confidential
Information in any other manner whatsoever.
Party must take sufficient precautions to prevent the unauthorized access, use
or disclosure of any Disclosing Party's Confidential Information in its
possession or control.
Legally Compelled Disclosure. If a Receiving Party is requested or becomes legally compelled (by
oral questions, interrogatories, requests for confidential information,
documents, subpoena, civil investigative demand or otherwise) to disclose any Disclosing
Party's Confidential Information, such Receiving Party must provide Disclosing
Party with prompt written notice of such request or demand so that Disclosing
Party may, at Disclosing Party's option, seek a protective order, other
appropriate remedy or obtain reliable assurances that the Confidential
Information will be accorded confidential treatment. Receiving Party agrees to provide all
reasonable assistance with same.
Disclosure to Representatives. Each Receiving Party may only make Confidential Information
available to those of its Representatives having a "need to know" and
only as necessary for the performance of such Receiving Party's obligations
under this Agreement; provided however, in all cases those Representatives must
first be informed of the confidential nature of the Confidential Information
and they must have agreed to keep the same in strict confidence and to not use
or disclose the same except as required for such Receiving Party to perform its
obligations under this Agreement.
title and interest, whether at law, in equity or otherwise, in each Disclosing
Party's Confidential Information is and will be in each case owned by such Disclosing
Return of Confidential Information.
On request from a Disclosing
Party, Receiving Party will promptly: (a) return to Disclosing Party all
documents and other material that contain any Confidential Information of
Disclosing Party; (b) deliver to Disclosing Party or destroy, at Disclosing
Party's direction, any notes, analyses, compilations, studies, materials or
other documents which are prepared by Receiving Party and which are based on or
contain any Confidential Information of Disclosing Party; (c) permanently erase
all Confidential Information of Disclosing Party stored electronically; and (d)
deliver a certificate confirming that Receiving Party has returned, destroyed
and erased all Confidential Information of Disclosing Party as required in
accordance with this Section
. Notwithstanding the
foregoing, each Receiving Party may retain any copies of Confidential
Information that are maintained as archival copies on such Receiving Party's
disaster recovery or information technology backup systems. Such copies shall
remain subject to the obligations of confidentiality set out in this Agreement,
may be used only for the purposes of disaster recovery or recovery from backup,
and must be destroyed upon the normal expiration of such Receiving Party's backup
No Implied Obligation or Warranty.
Party makes no representation or warranty of any kind in respect of its
Confidential Information, including correctness, accuracy, completeness or
suitability for any particular purpose, and all such Confidential Information
is provided to Receiving Party strictly on an "as is" basis.
Continuing Obligations. The
confidentiality obligations and restrictions set out in this Agreement will
survive the termination of this Agreement.
Representations and Warranties
Service Provider Representations and
Warranties. Service Provider represents and warrants that it owns or
sufficient rights in the Platform to provide the Services, and that it has and
will maintain the authority to grant the rights granted in this Agreement. Service
Provider's representations and warranties in this Section
do not apply to use of the
Services or the Platform in combination with hardware or software not provided
by Service Provider. In the event of a breach of the warranty in this Section
, Service Provider, at its
own expense, will promptly take the following actions: (a) secure for Supplier the
right to continue using the Services or the Platform; (b) modify the Services
or the Platform to make it non-infringing; or (c) terminate the infringing
features of the Services or the Platform and refund to Supplier any prepaid
fees for such features, in proportion to the portion of the Term left after
such termination. In conjunction with Supplier's right to terminate for breach
where applicable, this Section
states Service Provider's
sole obligation and liability, and Supplier's sole remedy, for breach of the
warranty in this Section
and for potential or actual
intellectual property infringement by the Services or the Platform.
Supplier Representations and Warranties.
Supplier represents and
warrants that: (a) it has the full right and authority to enter into, execute,
and perform its obligations under this Agreement and that no pending or
threatened claim or litigation known to it would have a material adverse impact
on its ability to perform as required by this Agreement; (b) it owns or has the
right to use, and to grant Service Provider the right to use, all Supplier Data
on the Platform and in connection with the Services; and, (c) Service
Provider's or any End User's use of Supplier Data will not violate any terms
referenced in or incorporated into this Agreement, any applicable law, or any
third party's Intellectual Property Rights.
Warranty Disclaimers. Except
to the extent set forth in Section
, Supplier accepts the
Services and the Platform "as is" and as available, with no
representation or warranty of any kind, express or implied, including without
limitation implied warranties of merchantability or fitness for a particular
purpose, or any implied warranty arising from statute, course of dealing,
course of performance, or usage of trade. Without limiting the generality of
the foregoing: (a) Service Provider has no obligation to indemnify or defend Supplier
or End Users against claims related to infringement of intellectual property;
(b) Service Provider does not represent or warrant that the Services or the Platform
will perform without interruption or error; and (c) Service Provider does not
represent or warrant that the Services or the Platform are secure from hacking
or other unauthorized intrusion or that Supplier Data will remain private or
Supplier shall defend, indemnify, and hold
harmless Service Provider and its officers, directors, shareholders, agents,
successors, and assigns against any third party claim, suit, or proceeding
arising out of or related to Supplier's alleged or actual use of, misuse of, or
failure to use the Services or the Platform, including: (a) claims by End Users
or Customers; (b) claims related to unauthorized disclosure or exposure of
personally identifiable information or other private information, including Supplier
Data; (c) claims related to infringement or violation of a copyright,
trademark, trade secret, or privacy or confidentiality right by written
material, images, logos or other content uploaded to the Platform through Supplier’s
account, including by Supplier Data; and (d) claims that use of the Platform
through Supplier’s account, including by End Users, harasses, defames, or
defrauds a third party or violates any law or restriction on electronic
advertising. Supplier’s obligations set forth in this
include retention and payment of legal counsel and payment of court costs, as
well as settlement at Supplier’s expense and payment of judgments. Service
Provider will have the right, not to be exercised unreasonably, to reject any
settlement or compromise that requires that it admit wrongdoing or liability or
subjects it to any ongoing affirmative obligations.
Limitation of Liability
Exclusion of Consequential
Damages. In no event will Service Provider be liable to Supplier for any
consequential, indirect, special, incidental, or punitive damages arising out
of or related to this Agreement.
Cap on Liability. Service Provider’s liability arising out
of or related to this Agreement, for any reason and in the aggregate, will not
exceed the Fees paid by Supplier to Service Provider for the Services under
this Agreement in the 6 months prior to the act that gave rise to the liability,
in each case, whether or not Service Provider has been advised of the
possibility of such damages.
liabilities limited by this
apply: (a) to liability for
negligence; (b) regardless of the form
of action, whether in contract, tort, strict product liability, or otherwise;
(c) even if Service Provider is advised in advance of the possibility of the
damages in question and even if such damages were foreseeable; and (d) even if Supplier's
remedies fail of their essential purpose. If
applicable law limits the application of the provisions of this
Provider's liability will be limited to the maximum extent permissible. For the
avoidance of doubt, Service Provider's liability limits and other rights set
forth in this
likewise to Service Provider's affiliates, licensors, suppliers, advertisers,
agents, sponsors, directors, officers, employees, consultants, and other
Term and Termination
term of this
Agreement (the "Term")
shall commence on the Effective Date and, unless terminated earlier in
accordance with its terms, shall continue until either Party provides Notice of
Termination to the other Party at least 30 days prior to the effective date of
Termination for Cause. Either
Party may terminate this Agreement for the other's material breach by written
notice specifying in detail the nature of the breach, effective in 30 days
unless the other Party first cures such breach, or effective immediately if the
breach is not capable of being cured. Without limiting Service Provider's other
rights and remedies, Service Provider may suspend or terminate Supplier's or any
End User's access to the Platform at any time, without advanced notice, if Service
Provider reasonably concludes Supplier or such End User has conducted itself in
a way that is inconsistent with the requirements of this Agreement or subjects Service
Provider to potential or actual liability.
Effects of Termination.
Upon termination of this Agreement, Supplier shall cease all use of the
Services and the Platform and delete, destroy, or return all copies of the
Documentation and Confidential Information in its possession or control.
notice, direction or other communication given regarding the matters
contemplated by this Agreement (each a "Notice") must be in writing, sent by personal delivery,
courier or email (with confirmation of transmission) and addressed:
to Service Provider at:
Telephone Number: [
to Supplier at:
Telephone Number: [
is deemed to be given and received: (i) if sent by personal delivery or
courier, on the date of delivery if it is a Business Day and the delivery was
made prior to 4:00 p.m. (local time in place of receipt) and otherwise on the
next Business Day, or (ii) if sent by email, on the date of transmission if a
Business Day or if not a Business Day or after 5:00 p.m. on the date of
transmission, on the next following Business Day. A Party may change its
address for service from time to time by providing a Notice in accordance with
the foregoing. Any subsequent Notice must be sent to the Party at its changed
Amendments. Supplier acknowledges and agree that Service
Provider has the right, in its sole discretion, to amend this Agreement from
time to time, and that amended terms become effective on posting. Supplier will
be notified of amendments through notifications or posts on the Platform or direct
email communication from us. Supplier is responsible for reviewing and becoming
familiar with any such amendments. Supplier's continued use of the Platform or
Services after the effective date of the amendments will be deemed acceptance
of the amended terms.
Further Assurances. Upon a Party's reasonable request,
the other Party will, at the requesting Party's sole cost and expense, execute
and deliver all such documents and instruments, and take all such further
actions, necessary to give full effect to this Agreement.
waiver of any
of the provisions of this Agreement will constitute a waiver of any other
provision (whether or not similar). No waiver will be binding unless executed
in writing by the Party to be bound by the waiver. A Party's failure or delay
in exercising any right under this Agreement will not operate as a waiver of
that right. A single or partial exercise of any right will not preclude a Party
from any other or further exercise of that right or the exercise of any other
Entire Agreement. This
Agreement constitutes the entire agreement between the Parties with respect to
its subject matter, and supersedes all prior agreements, understandings,
negotiations and discussions, whether oral or written, of the Parties.
Governing Law; Forum. The
Laws of the State of Alberta (excluding its conflict of laws rules)
exclusively apply to this Agreement. The United Nations Convention on Contracts
for the International Sale of Goods does not apply to this Agreement. Any Claim
arising directly or indirectly from or relating to this Agreement must be filed
and maintained in a court of competent jurisdiction in the provincial or
federal courts located in Calgary, Alberta. The Parties submit to that
jurisdiction and venue for all purposes.
Successors and Assigns. This
Agreement becomes effective only when executed by the Parties. After that time,
it will be binding upon and enure to the benefit of the Parties and their
respective successors and permitted assigns.
Service Provider may assign this Agreement without the other Party's
prior written consent. Supplier may assign this Agreement only with the other
Party's prior written consent.
this Agreement that, expressly or by its nature, extends beyond the termination
of this Agreement will survive any termination of this Agreement. Without
limiting the foregoing, the following provisions will survive termination or
expiration of this Agreement: (a) any obligation of Supplier to pay fees
incurred before termination; (b)
(Limitation of Liability); and (c) any other provision of this Agreement that
must survive to fulfill its essential purpose.