IT SERVICE AGREEMENT
STANDARD TERMS AND CONDITIONS
“AGREEMENT”

1.1 This Agreement outlines the information technology infrastructure support services (the “Services”) provided to (“Client”) by TENACIOUS NETWORKS INC. (the “Provider”).

1.2 Upon sixty (60) days written notice, the Standard Terms and Conditions contained herein are subject to change from time to time at the option of the Provider.

“Additional Services” means any services provided by Provider to the Client in addition to the Services.

“Agreement” means this IT Services Agreement together with the Quotation as defined herein.

“Client” has the meaning given in Section This Agreement outlines the information technology infrastructure support services (the “Services”) provided to (“Client”) by TENACIOUS NETWORKS INC. (the “Provider”)..

“Client Indemnitee” has the meaning given in Section Provider Indemnification. Subject to limitations of liability and other terms herein, Provider shall indemnify, defend, and hold harmless Client and its officers, directors, employees, agents, successors, and assigns (each, including Client, a “Client Indemnitee”) from and against any and all Losses incurred by a Client Indemnitee resulting from Provider breaching any representation, warranty, covenant, or obligation under this Agreement..

“Confidential Information” means information, knowledge, or data in any form or medium (whether oral, written, electronic, or otherwise) that a party considers confidential or proprietary or would reasonably be considered the same, including information consisting of or relating to such party’s technology, trade secrets, know-how, business operations, plans, strategies, customers, suppliers, and pricing, and information with respect to which such party has contractual or other confidentiality obligations, whether or not marked, designated, or otherwise identified as “confidential”, including the terms and conditions of this Agreement. All personal information provided as part of Confidential Information of the Client shall be deemed to be Confidential Information.

“Effective Date” has the meaning given in Section This Agreement commences on the date set out in the Quotation provided to the Client and terminates in accordance with this Agreement (the “Term”)..

“Emergency Condition” means an unforeseen technological crisis or incident where there is an imminent likelihood the Client will experience a material Loss if left unresolved.

“Fast Track Tickets” has the meaning given in Section Fast track tickets (“Fast Track Tickets”) are submitted for urgent requests where a technician needs to be pulled from actively working on another client’s issue to immediately working on resolving Client’s issue. Provider endeavors to avoid additional costs for Fast Track Tickets by using commercially reasonable efforts to have extra technicians available; however, should a technician not be available and the Client is unable to wait for a technician to become available in the normal course, Client will be charged the Fast Track Ticket .

“Governmental Action” has the meaning given in Section COVID-19. The parties acknowledge that the COVID-19 pandemic has had an unprecedented impact on numerous industries and the ability for persons to assemble in groups, and that the impact of COVID-19 may continue for an indefinite period of time. The parties expressly acknowledge and agree that, notwithstanding any other provision contained herein: (a) any governmental or administrative restriction, action, advisory, order, guideline, regulation or law imposed, taken or enacted in response to COVID-19 or a similar epidemic or pandemic (including all related strains, variants, sequences, evolutions, or mutations thereof), whether imposed, taken or enacted prior to, during or following the consummation of this Agreement (each, a “Governmental Action”) that renders the performance of Provider’s obligations under this Agreement illegal, impossible or in conflict with a Governmental Action constitutes a force majeure event for the purposes of Section 14.13 of this Agreement; and (b) in the preceding circumstances, as the parties agree that these constitute acts beyond the sole control of the Provider, no refunds will be made or payable by Provider to Client..

“HaloPSA” means the Company’s proprietary portal, which may be accessed at https://halo.t-net.ca or such other domain addresses provided or made available from time to time.

“Intellectual Property Rights” means any and all registered and unregistered rights granted, applied for, or otherwise now or hereafter in existence under or related to any patent, copyright, trademark, trade secret, database protection, or other intellectual property rights Laws, and all similar or equivalent rights or forms of protection, in any part of the world.

“Laws” means any statute, law, ordinance, regulation, rule, code, order, constitution, treaty, common law, judgment, decree, or other requirement or rule of any federal, provincial, municipal, local, or foreign government or political subdivision thereof, or any arbitrator, court, or tribunal of competent jurisdiction.

“Loss” means all losses, damages, liabilities, deficiencies, claims, actions, judgments, settlements, interest, awards, penalties, fines, costs, or expenses of whatever kind, including reasonable legal fees and the costs of enforcing any right to indemnification hereunder and the cost of pursuing any insurance providers.

“Non-Solicitation Period” has the meaning given in Section For the duration of the Term, and for a period of twelve (12) months thereafter (the “Non-Solicitation Period”), Client will not directly or indirectly recruit or solicit for the purposes of employment or engagement an employee or contractor of Provider who is provided or has provided Services to Client during the Term, except as a result of (i) general advertisements not specifically directed at such employees or subcontractors; or (ii) recruiting through employment agencies or executive search firms, provided Client does not direct such agency to solicit such employees or subcontractors..

“Preferred Rates” has the meaning given in Section Error: Reference source not found.

“Provider” means Tenacious Networks Inc.

“Provider Indemnitee” has the meaning given in Section The Services may require access to products or services offered or licensed by third parties, including but not limited to such products or services listed on HALO PSA. In addition to the terms herein, such products or services are subject to their respective terms and conditions as may be presented to you from time to time. Your continued use of any or all of the Services is deemed to be acceptance of any such additional terms with respect to such third party products or services..

“Quotation” means the quotation provided by the Provider and accepted by the Client in writing by electronic means, or in the absence of an accepted quotation, a client purchase order accepted by the Provider, or sales order accepted by the Client.

“Services” has the meaning given in Section This Agreement outlines the information technology infrastructure support services (the “Services”) provided to (“Client”) by TENACIOUS NETWORKS INC. (the “Provider”)..

“Term” has the meaning given in Section This Agreement commences on the date set out in the Quotation provided to the Client and terminates in accordance with this Agreement (the “Term”)..

3.1 This Agreement commences on the date set out in the Quotation provided to the Client and terminates in accordance with this Agreement (the “Term”).

4.1 Client may terminate this Agreement (i) for any reason, with 60 days’ written notice to Provider, or (ii) immediately on notice to Provider of Provider’s material breach of its obligations under this Agreement and Provider’s failure to cure such material breach within five (5) days after Client has delivered written notice of the breach to Provider.

4.2 Provider may terminate this Agreement, for any reason, with 60 days’ written notice to Client, in which case Client may waive or abridge such notice period in its sole discretion.

4.3 The Client acknowledges certain reseller or subscription-based services or products may be charged or require third party licenses that could extend beyond the Term, including but not limited to the following:

(a) Microsoft 365;
(b) Dropbox Business; and
(c) such services or products that are listed in HaloPSA from time to time.

Upon termination of this Agreement, as applicable, Provider will deliver Client a one-time pro­rated invoice for the amounts payable by Client with respect to the balance owing on such third party licensing fees during and after the Term.

4.4 With a reasonable period of time after notice of termination has been provided, the Provider may assist the Client with transition to an alternate provider or to in-house operations, provided Client pays Provider’s standard (or negotiated) fees (“Transfer Fees”) for such services, including but not limited to fees for data transfer costs, equipment, time, and other related materials. Upon request by the Client, Provider may provide an estimate of Transfer Fees and, if accepted by the Client, Provider will invoice Client immediately prior to completion of such transfer. Client will be responsible for full payment of such invoice before the Provider is required to complete the requested transfer. Provider has no obligation to provide the foregoing assistance or to retain any copies of Confidential Information of the Client beyond 90 days after termination of this Agreement.

5.1 Subject to the terms and conditions herein, Provider will provide Services to Client during the Term.

5.2 During the Term, Provider will perform the Services using personnel of required skill, experience, and qualifications and in a professional and workmanlike manner in accordance with generally recognized industry standards for similar services.

5.3 During the Term, and for a reasonable period after termination, Provider will obtain, maintain, and provide proof (upon Client’s reasonable request from time to time) commercially reasonable policies of insurance covering the performance of Services under this Agreement.

5.4 Monthly services costs for Client are set out in the Quotation.

5.5 Invoices are non-refundable and will be payable upon receipt. Provider shall submit itemized monthly invoices to Client, in connection with the Services and the Additional Services. Provider shall provide invoices from time to time in connection with procuring third party hardware, hardware, or services on behalf of the Client and, for clarity, such invoices shall be payable upon receipt and notwithstanding delivery may occur after payment. Unpaid invoices accrue interest at a rate of 2% monthly. Each reference herein to currency will be deemed to be a reference to Canadian dollars, except as otherwise expressly provided herein.

5.6 Hardware shall be shipped FOB common carrier.

5.7 Additional Services will be charged at rates agreed upon by the parties in writing. The Provider will provide a quotation and will require Client’s prior written authorization before performing such Additional Services. Any Additional Services conducted by Provider without such prior written authorization may only be charged with Client’s consent.

5.8 Additional Services refers, but is not limited, to the following:

(a) One-time setup, installation, and configuration of new infrastructure (routers, switches, access points, servers etc., except for any setup, installation, and configuration of any servers that form a part of the Services);

(b) One-time setup, installation, and configuration of new workstations, laptops, and handhelds;

(c) Decommissioning of infrastructure or workstations;

(d) At the reasonable request of Client, conducting an audit in response to an audit request from a third-party vendor;

(e) Moving software from machine to machine due to inadequate licensing should such service be required more than once a month;

(f) Work orders that apply to physical changes to hardware, such as adding RAM to workstations; and

(g) Reports on software and licensing compliance.

5.9 Fast track tickets (“Fast Track Tickets”) are submitted for urgent requests where a technician needs to be pulled from actively working on another client’s issue to immediately working on resolving Client’s issue. Provider endeavors to avoid additional costs for Fast Track Tickets by using commercially reasonable efforts to have extra technicians available; however, should a technician not be available and the Client is unable to wait for a technician to become available in the normal course, Client will be charged the Fast Track Ticket cost as determined by the parties.

5.10 In the event the Provider identifies an Emergency Condition related to equipment covered by the Services, the Provider will not be required to obtain the Client’s prior consent, written or otherwise, before attempting to address the Emergency Condition.

6.1 As a condition of the parties entering into this Agreement, Client agrees to participate in Provider’s standard onboarding process.

6.2 The Provider shall provide onboarding at no cost so long as Client provides the following information, to the extent requested by Provider, at minimum five (5) days before onboarding is scheduled to commence:

(a) A complete list of all owned software and accompanying media/serial numbers for each license;

(i) Client represents and warrants that it is in compliance with all licensing requirements, which representations and warranties Provider is relying on, and it is the responsibility of Client to ensure such compliance; and

(ii) if such information cannot be gathered by Client, Provider will gather this information on a time and materials basis at the Preferred Rates.

(b) A complete list of all required passwords and login credentials that Provider will interact with, including any services, software, applications, hardware, etc.

(c) A complete contact list of all third-party vendors (phone, printer, internet provider, etc.) and relevant associated contracts.

6.3 Client will give Provider “Administrative/Point of Authority” rights to all third-party vendors whose services are to be managed as part of the Services and Provider will track all Client software in Provider’s documentation platform. The software tracked by Provider will include all software previously purchased, and all software purchased through Provider, by the Client. All new software purchased through a channel other than Provider will not be tracked unless Client provides the information necessary to do so to Provider.

6.4 If Client would prefer Provider gather the above information, Client will be charged on a time and materials basis at the Preferred Rates.

6.5 During the onboarding process, Provider may supply Client with a report of known software at Client’s written request. However, if a full report is required for audit and compliance purposes, Client will be charged for the preparation of the report by Provider on a time and materials basis at the Preferred Rates.

7.1 Provider Indemnification. Subject to limitations of liability and other terms herein, Provider shall indemnify, defend, and hold harmless Client and its officers, directors, employees, agents, successors, and assigns (each, including Client, a “Client Indemnitee”) from and against any and all Losses incurred by a Client Indemnitee resulting from Provider breaching any representation, warranty, covenant, or obligation under this Agreement.

7.2 The foregoing indemnity does not apply to the extent that such claim or Losses arise from any allegation of or in connection with any of the following:

(a) third-party materials, services, software, applications, or similar, in any form or medium, including but not limited to any (i) documents, data, content, or specifications; (ii) software, hardware, system, network, or other product, facility, equipment, or device; and (iii) accessories, components, parts, or features of any of the foregoing;

(b) services or products that Provider refused to provide or did not provide;

(c) negligence, abuse, misapplication, or misuse of Confidential Information of the Client other than by Provider, including but not limited to data breaches involving Confidential Information of the Client;

(d) events or circumstances outside of Provider’s commercially reasonable control, including but not limited to any bugs, defects, malfunctions, or cracked versions of any third-party software, hardware, firmware, system, or network; and

(e) act, omission, or other fact referred to in any of Section of or relating to facts that, if true, would constitute a breach by Client including any subsidiary or affiliate of Client of any representation, warranty, covenant, or obligation under: (i) any licensing agreement forming part of Confidential Information of the Client, or (ii) this Agreement; through Section of or related to acts relating to or caused by third parties, including but not limited to third party updates or lack of security updates to software, applications, or firmware., irrespective of whether Client is obligated to indemnify Provider as a result thereof.

7.3 Client Indemnification. Client will indemnify, defend, and hold harmless Provider, including subsidiaries and affiliates of Provider, and their respective officers, directors, shareholders, employees, subcontractors, representatives, advisors, and their respective successors and assigns (each, including Provider, a “Provider Indemnitee”) from and against any and all Losses incurred by a Provider Indemnitee in connection with any claim by Client or any third party to the extent that such Losses arise from any allegation in such claim:

(a) of or relating to facts that, if true, would constitute a breach by Client including any subsidiary or affiliate of Client of any representation, warranty, covenant, or obligation under: (i) any licensing agreement forming part of Confidential Information of the Client, or (ii) this Agreement;

(b) of or relating to negligence, abuse, misapplication, misuse, or more culpable act or omission (including recklessness or willful misconduct) by or on behalf of Client including any subsidiary or affiliate of Client with respect to Confidential Information of the Client or the Services, or otherwise in connection with this Agreement;

(c) of or relating to use of or other act relating to the Confidential Information of the Client or the Services, by or on behalf of Client that is: (A) outside the scope of Client’s license under any licensing agreement forming part of Confidential Information of the Client; or (B) in any manner contrary to Provider’s instructions;

(d) of or related to any credentials that are compromised by Client including any subsidiary or affiliate or representative of Client, including but not limited to loss, theft, or improper disclosure of credentials; and

(e) of or related to acts relating to or caused by third parties, including but not limited to third party updates or lack of security updates to software, applications, or firmware.

8.1 Client acknowledges and agrees all proprietary information and intellectual property of the Provider shared with the Client in connection with the Services, including but not limited to documentation provided in connection with the Services (the “Intellectual Property”) shall remain the sole and exclusive property of Provider. Except as provided herein, Client does not and will not have or acquire under or in connection with this Agreement any ownership interest in the Intellectual Property.

8.2 During the Term, Provider hereby grants Client a revocable, non-exclusive, royalty-free and fully paid, non-transferrable, non-assignable, non-sublicensable, worldwide limited license (the “Provider License” to use the Intellectual Property in connection with the Provider performing the Services. Provider and third party licensors shall retain all right, title, and interest in and to all software, hardware, and any materials or information provided by or on behalf of Provider under this Agreement, including any intellectual property rights in connection with the Provider License or otherwise. All other rights of Provider and third party licensors are reserved.

8.3 The Services may require access to products or services offered or licensed by third parties, including but not limited to such products or services listed on HALO PSA. In addition to the terms herein, such products or services are subject to their respective terms and conditions as may be presented to you from time to time. Your continued use of any or all of the Services is deemed to be acceptance of any such additional terms with respect to such third party products or services.

9. PROMOTIONAL RIGHTS
Provider is hereby granted a non-exclusive, perpetual, worldwide, irrevocable right to publicly display Client’s name and references to the Services provided by Provider hereunder in any medium, media, or format reasonably desired by Provider (“Promotion Rights”), which Promotion Rights shall also include the right to use Client’s name, trademark, and biographical information for purposes of inclusion in Provider’s professional portfolio as described herein. Client hereby grants a non-exclusive, perpetual, worldwide, irrevocable license as necessary to give effect to the terms of this Section PROMOTIONAL RIGHTS.

10.1 For the duration of the Term, and for a period of twelve (12) months thereafter (the “Non-Solicitation Period”), Client will not directly or indirectly recruit or solicit for the purposes of employment or engagement an employee or contractor of Provider who is provided or has provided Services to Client during the Term, except as a result of (i) general advertisements not specifically directed at such employees or subcontractors; or (ii) recruiting through employment agencies or executive search firms, provided Client does not direct such agency to solicit such employees or subcontractors.

10.2 In the event of a violation of this Section Non-Solicitation, Provider will be entitled to liquidated damages equal to the compensation paid by Provider to the applicable employee or subcontractor up until the end of the Non-Solicitation Period.

11.1 Subject to Section For the purposes of this Section 11, all amounts related to services or products provided by third parties, including software, hardware, or otherwise shall be excluded for the purposes of calculating Provider’s limitation of liability pursuant to Section 11.1. In other words, the total aggregate liability of Provider and its directors, officers, shareholders, employees, contractors, agents, advisors, and representatives for such Losses arising out of or related to this Agreement shall be nil ($0) for such services or products. In such cases, Client shall be required to contact the applicable third party directly with respect to any or all Losses., Client acknowledges and agrees that the aggregate liability of Provider, and its directors, officers, shareholders, employees, contractors, agents, advisors, and representatives, to Client for Losses arising out of or related to this Agreement shall be limited to Client’s or any third party’s actual, direct, provable damages in an amount not to exceed two (2x) times the total amount paid by Client to Provider in respect of the Services during the 12-month period immediately preceding the relevant claim.

11.2 For the purposes of this Section Limitation of Liability, all amounts related to services or products provided by third parties, including software, hardware, or otherwise shall be excluded for the purposes of calculating Provider’s limitation of liability pursuant to Section Subject to Section 11.2, Client acknowledges and agrees that the aggregate liability of Provider, and its directors, officers, shareholders, employees, contractors, agents, advisors, and representatives, to Client for Losses arising out of or related to this Agreement shall be limited to Client’s or any third party’s actual, direct, provable damages in an amount not to exceed two (2x) times the total amount paid by Client to Provider in respect of the Services during the 12-month period immediately preceding the relevant claim.. In other words, the total aggregate liability of Provider and its directors, officers, shareholders, employees, contractors, agents, advisors, and representatives for such Losses arising out of or related to this Agreement shall be nil ($0) for such services or products. In such cases, Client shall be required to contact the applicable third party directly with respect to any or all Losses.

11.3 Notwithstanding anything contained herein to the contrary, neither party, nor its directors, officers, shareholders, representatives, employees, subcontractors, agents, or advisors, shall be liable to the other party for any special, indirect, consequential, incidental, exemplary, aggravated, or punitive damages of any kind or nature whatsoever, including, but not limited to, loss of profits or revenue, loss of use of equipment, lost data, costs of substitute equipment (but excluding Provider’s loss of use of any managed equipment or data managed under the terms of this Agreement due to the fault of Provider or its employees or subcontractors), business interruption, increased costs, or loss of goodwill arising out of the provision of the Services, or any other costs, charges, penalties or liquidated damages whatsoever regardless of whether arising from breach of contract, warranty, tort, strict liability or otherwise, even if the other party was advised of the possibility of such loss or damage or if such loss or damage could have been reasonably foreseen.

12.1 Each party agrees to keep all Confidential Information confidential and to only disclose such Confidential Information to third parties on a need-to-know basis, provided that such third parties are bound by a legally enforceable confidentiality agreement with terms at least as stringent as these. Each party may disclose Confidential Information to (a) those employees or contractors who have a “need to know”; or (b) to advisors and consultants, provided that such advisors and consultants are bound to confidentiality obligations in connection with their profession or otherwise. The recipient will protect the Confidential Information using at least the same standard of care that the recipient would use to protect its own, similar information, provide such protections are never less than a reasonable standard of care.

12.2 Neither party will have an obligation of confidentiality where such party can establish, through documentary evidence, that such Confidential Information: (a) was previously known to such party free of any obligation to keep it confidential; (b) is or becomes publicly available other than by unauthorized disclosure; (c) is legally disclosed by third parties without restrictions of confidentiality; or (d) has been independently developed by such party without direct or indirect reference whatsoever to any Confidential Information. If either party is required to disclose any Confidential Information to a regulator, government, or court (or as otherwise required by law), such party will provide the other party with sufficient advance written notice as reasonable and legally permissible in the circumstances to allow the other party the opportunity to contest the disclosure or to obtain an appropriate protective order.

12.3 Except as otherwise contemplated herein, Provider:

(a) will not collect, use, disclose, destroy, or otherwise process Confidential Information from the Client;

(b) will redirect any inquires it receives about the security of Client’s technology or Confidential Information of the Client; and

(c) is not authorized to outsource services involving Client’s equipment and/or Confidential Information of the Client to a third party without prior written consent from Client.

12.4 In the event Provider experiences a breach of Confidential Information of the Client that may impact Confidential Information of the Client or Client equipment, Provider will:

(a) provide commercially reasonable cooperation with Client, without additional compensation, if Client determines that individuals, regulators, or other organizations should be notified of the breach and will advise the Client if additional compensation is reasonably required in connection with further assistance in this regard;

(b) will immediately take steps to mitigate and remedy the breach;

(c) notify Client without undue delay upon becoming aware of a data breach involving Confidential Information of the Client; and

(d) not issue any press release or any other public note that relates to a data breach involving Confidential Information of the Client without the approval of the Client, unless required by law.

12.5 Provider’s employees, subcontractors, and assigns will be required to sign a non-disclosure agreement with Provider or Client before being given access to any Confidential Information of the Client.

13.1 Provider will:

(a) have written policies and/or procedures and industry standard physical and technological safeguards in place with a goal of ensuring:

(i) Provider’s staff are provided with appropriate privacy and information security training;

(ii) Provider’s staff only have access to Client equipment and Confidential Information of the Client where they have been provided such authority and they have a valid business reason for accessing same; and

(iii) the security of Confidential Information of the Client, business facilities, data centers, electronic and paper files, servers, backup systems and computing equipment, including but not limited to all mobile devices and other equipment with information storage capability;

(b) have a documented business continuity plan in place that is reviewed and tested, at minimum, annually;

(c) will burn, pulverize, or shred Client equipment located within Provider’s premises when it reaches end of life and provide Client with a signed certification of destruction;

(d) perform, at least annually, network security assessments that include:

(i) a review of major changes to the environment such as a new system component, network topology, and firewall rules; and

(ii) a review of change logs;

(e) document the results of these network security assessments and provide them to Client; and

(f) be responsible for arranging a third-party vulnerability scan on the network annually.

13.2 Client will:

(a) be responsible for the security of Client’s server or virtual server within the control of the Client;

(b) not undertake any actions or omit to take actions with the knowledge (or with reasonably foreseeability) that such actions are could adversely affect the operation or functionality of the technical environment covered by the Services; and

(c) ensure the cooperation and performance of their employees and contractors as necessary to allow the Provider to provide the Services

14.1 Entire Agreement. This document and any signed amendments constitute the entire agreement between both parties with respect to the subject matter and supersedes all prior agreements and understandings, both written and verbal.

14.2 Amendments. All changes to this Agreement must be in writing and executed by both parties.

14.3 Waiver. No waiver (express or implied), delay, or failure to exercise a right or remedy for any breach of or default under this Agreement will constitute a continuing waiver or renunciation of any right or remedy with respect to such or any subsequent breach or default.

14.4 Representations and Warranties. Provider represents and warrants that: (i) it has the right to provide the Services hereunder (including any licenses procured by Provider on behalf of Client); and (ii) it will perform all Services in compliance with applicable laws, including laws governing the protection of personal information.

14.5 Appendices. The appendices to this Agreement form an integral part of this Agreement and are incorporated herein by reference.

14.6 Survival. The terms of this Agreement relating to consideration; indemnification; limitation of liability; ownership; confidentiality; effects of termination; and any other provision in this Agreement that, by its nature, is intended to survive the expiration or termination of this Agreement, shall survive the expiration or termination of this Agreement.

14.7 Equitable Remedies. Each of the parties acknowledges and agrees that a breach by a party of any obligation in this Agreement shall cause the other party to sustain injury for which it would not have an adequate remedy at law for money damages. Therefore, each of the parties agrees that in the event of any such breach, the aggrieved party shall be entitled to specific performance of such obligation and provisional interlocutory and permanent injunctive relief and other equitable remedies to which it may be entitled, and the parties further agree to waive any requirement for the securing or posting of any bond in connection with the obtaining of any such injunctive relief or other equitable remedies.

14.8 Provider’s Employees and Contractors. Provider’s employees and subcontractors are not employees, subcontractors, or agents of Client. Provider will be responsible for its employees’ and subcontractors’ compensation, including taxes and workers’ compensation, as applicable.

14.9 Governing Law. This Agreement shall be interpreted in accordance with and governed by the laws of the Province of British Columbia and the laws of Canada.

14.10 Assignment. Client may not assign, or otherwise transfer, its rights and obligations under this Agreement, except with the written consent of Provider, which consent shall not be unreasonably withheld, conditioned, or delayed. Provider may assign, or otherwise transfer, its rights and obligations under this Agreement (a) to an affiliate of Provider without the consent of Client; and (b) to a non-affiliate of Provider, with the written consent of Client, which consent shall not be unreasonably withheld, conditioned, or delayed.

14.11 Severability. If any provision of this Agreement is deemed by a court of competent jurisdiction, invalid or unenforceable, such determination shall not invalidate or render unenforceable the remainder of this Agreement.

14.12 Counterparts and Electronic Signatures. This Agreement may be executed and delivered in counterpart and by electronic means, including by portable document format (PDF) or DocuSign, each of such counterparts so executed shall be deemed to be an original and such counterparts together shall constitute one and the same agreement.

14.13 Force Majeure. Provider shall exercise commercially reasonable efforts to perform the Services in a timely manner, but shall not be responsible for delays or failures to perform, which are due to causes beyond its reasonable control, including, but not limited to, acts of God, acts of civil or military authority, government regulations, embargos, epidemics, pandemics (including but not limited to COVID-19), war, terrorist acts, riots, insurrections, strikes or other labour relations matters, fires, explosions, earthquakes, nuclear accidents, floods, power blackouts affecting facilities other than facilities of a kind commonly protected by redundant power systems, unless such redundant power systems are also affected by any force majeure condition, unusually severe weather conditions, lack of performance or payment by any third party, or other causes beyond Provider’s reasonable control.

14.14 COVID-19. The parties acknowledge that the COVID-19 pandemic has had an unprecedented impact on numerous industries and the ability for persons to assemble in groups, and that the impact of COVID-19 may continue for an indefinite period of time. The parties expressly acknowledge and agree that, notwithstanding any other provision contained herein: (a) any governmental or administrative restriction, action, advisory, order, guideline, regulation or law imposed, taken or enacted in response to COVID-19 or a similar epidemic or pandemic (including all related strains, variants, sequences, evolutions, or mutations thereof), whether imposed, taken or enacted prior to, during or following the consummation of this Agreement (each, a “Governmental Action”) that renders the performance of Provider’s obligations under this Agreement illegal, impossible or in conflict with a Governmental Action constitutes a force majeure event for the purposes of Section Force Majeure. Provider shall exercise commercially reasonable efforts to perform the Services in a timely manner, but shall not be responsible for delays or failures to perform, which are due to causes beyond its reasonable control, including, but not limited to, acts of God, acts of civil or military authority, government regulations, embargos, epidemics, pandemics (including but not limited to COVID-19), war, terrorist acts, riots, insurrections, strikes or other labour relations matters, fires, explosions, earthquakes, nuclear accidents, floods, power blackouts affecting facilities other than facilities of a kind commonly protected by redundant power systems, unless such redundant power systems are also affected by any force majeure condition, unusually severe weather conditions, lack of performance or payment by any third party, or other causes beyond Provider’s reasonable control. of this Agreement; and (b) in the preceding circumstances, as the parties agree that these constitute acts beyond the sole control of the Provider, no refunds will be made or payable by Provider to Client.