Last Modified: March 1, 2023
This Cloud Services Agreement (this "Agreement") is a binding contract between you ("Customer", "you", or "your") and STATVIS ANALYTICS INC. ("Statvis", "we", or "us"). This Agreement governs your access to and use of the Cloud Services.
THIS AGREEMENT TAKES EFFECT WHEN YOU CLICK THE "ACCEPT" BUTTON IN THE STATVIS OR BY ACCESSING OR USING THE CLOUD SERVICES (the "Effective Date"). BY CLICKING ON THE "ACCEPT" BUTTON BELOW OR BY ACCESSING OR USING THE CLOUD 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 AND, IF ENTERING INTO THIS AGREEMENT FOR AN ORGANIZATION, THAT YOU HAVE THE LEGAL AUTHORITY TO BIND THAT ORGANIZATION; AND (C) ACCEPT THIS AGREEMENT AND AGREE THAT YOU ARE LEGALLY BOUND BY ITS TERMS.
IF YOU DO NOT AGREE TO THESE TERMS, PLEASE SELECT THE "DECLINE" BUTTON BELOW. IF YOU DO NOT ACCEPT THESE TERMS, YOU MAY NOT ACCESS OR USE THE CLOUD SERVICES.
(a) "Aggregated Statistics" has the meaning set forth in Section 2(d).
(b) "Authorized User" means Customer and Customer's employees, consultants, contractors, and agents (i) who are authorized by Customer to access and use the Cloud Services under the rights granted to Customer pursuant to this Agreement and (ii) for whom access to the Cloud Services has been purchased hereunder.
(c) "Cloud Services" means the services provided by Statvis under this Agreement.
(d) "Customer Data" means, other than Aggregated Statistics, information, data, and other content, in any form or medium, that is submitted, posted, or otherwise transmitted by or on behalf of Customer or any other Authorized User through the Cloud Services.
(e) "Documentation" means Statvis's user manuals, handbooks, guides, and similar material relating to the Cloud Services that may be provided from time to time by Statvis to Customer either electronically or in hard copy form.
(f) "Statvis IP" means the Cloud Services, the Documentation, and all intellectual property provided to Customer or any other Authorized User in connection with the foregoing. For the avoidance of doubt, Statvis IP includes Aggregated Statistics and any information, data, or other content derived from Statvis's monitoring of Customer's access to or use of the Cloud Services, but does not include Customer Data.
(g) "Third-Party Products" means any products, content, services, information, websites, or other materials that are owned by third parties and are incorporated into or accessible through the Cloud Services.
2. Access and Use.
(a) Provision of Access. Subject to the terms and conditions of this Agreement, Statvis hereby grants you a revocable, non-exclusive, non-transferable, non-sublicensable, limited right to access and use the Cloud Services during the Term solely for your internal business operations by Authorized Users in accordance with the terms and conditions herein. Statvis shall provide you the necessary credentials to allow you to access the Cloud Services.
(b) Documentation License. Subject to the terms and conditions contained in this Agreement, Statvis hereby grants you a non-exclusive, non-sublicensable, non-transferable license for Authorized Users to use the Documentation during the Term solely for your internal business purposes in connection with use of the Cloud Services.
(c) Use Restrictions. You shall not, and shall not permit any Authorized Users to, use the Cloud Services, any software component of the Cloud Services, or Documentation for any purposes beyond the scope of the access granted in this Agreement. You shall not at any time, directly or indirectly, and shall not permit any Authorized Users to: (i) copy, modify, or create derivative works of the Cloud Services, any software component of the Cloud Services, or Documentation, in whole or in part; (ii) rent, lease, lend, sell, license, sublicense, assign, distribute, publish, transfer, or otherwise make available the Cloud Services or Documentation except as expressly permitted under this Agreement; (iii) reverse engineer, disassemble, decompile, decode, adapt, or otherwise attempt to derive or gain access to any software component of the Cloud Services, in whole or in part; (iv) remove any proprietary notices from the Cloud Services or Documentation; or (v) use the Cloud Services or Documentation in any manner or for any purpose that infringes, misappropriates, or otherwise violates any intellectual property right or other right of any person, or that violates any applicable law, regulation, or rule.
(d) Aggregated Statistics. Notwithstanding anything to the contrary in this Agreement, Statvis may monitor Customer's use of the Cloud Services and collect and compile data and information related to Customer's use of the Cloud Services to be used by Statvis in an aggregated and anonymized manner, including to compile statistical and performance information related to the provision and operation of the Cloud Services ("Aggregated Statistics"). As between Statvis and you, all right, title, and interest in Aggregated Statistics, and all intellectual property rights therein, belong to and are retained solely by Statvis. You acknowledge that Statvis may compile Aggregated Statistics based on Customer Data input into the Cloud Services. You agree that Statvis may (i) make Aggregated Statistics publicly available in compliance with applicable law, and (ii) use Aggregated Statistics to the extent and in the manner permitted under applicable law.
(e) Reservation of Rights. Statvis reserves all rights not expressly granted to Customer in this Agreement. Except for the limited rights and licenses expressly granted under this Agreement, nothing in this Agreement grants, by implication, waiver, estoppel, or otherwise, to Customer or any third party any intellectual property rights or other right, title, or interest in or to the Statvis IP.
(f) Suspension. Notwithstanding anything to the contrary in this Agreement, Statvis may temporarily suspend Customer's and any other Authorized User's access to any portion or all of the Cloud Services if: (i) Statvis reasonably determines that (A) there is a threat or attack on any of the Statvis IP; (B) Customer's or any other Authorized User's use of the Statvis IP disrupts or poses a security risk to the Statvis IP or to any other customer or vendor of Statvis or any other party; (C) Customer or any other Authorized User is using the Statvis IP for unauthorized, fraudulent, or illegal activities; (D) subject to applicable law, Customer has ceased to continue its business in the ordinary course, made an assignment for the benefit of creditors or similar disposition of its assets, or become the subject of any bankruptcy, reorganization, liquidation, dissolution, or similar proceeding; or (E) Statvis's provision of the Cloud Services to Customer or any other Authorized User is prohibited by applicable law; (ii) any vendor of Statvis has suspended or terminated Statvis's access to or use of any third-party services or products required to enable Customer to access the Cloud Services; or (iii) in accordance with Section 5 (any such suspension described in subclause (i), (ii), or (iii), a "Service Suspension"). Statvis shall use commercially reasonable efforts to provide written notice of any Service Suspension to Customer and to provide updates regarding resumption of access to the Cloud Services following any Service Suspension. Statvis shall use commercially reasonable efforts to resume providing access to the Cloud Services as soon as reasonably possible after the event giving rise to the Cloud Services Suspension is cured. Statvis will have no liability for any damage, liabilities, losses (including any loss of data or profits), or any other consequences that Customer or any other Authorized User may incur as a result of a Service Suspension.
(a) Acceptable Use. The Cloud Services may not be used for unlawful, fraudulent, offensive, or obscene activity. You will comply with all terms and conditions of this Agreement, all applicable laws, rules, and regulations, and all guidelines, standards, and requirements that may be posted on Statvis's website (www.statvis.com) from time to time.
(i) Prohibited Uses. Without limiting the generality of the foregoing, you and your Authorized Users must not use the Cloud Services:
(A) In any way that violates any applicable federal, provincial, territorial, local, or international law or regulation (including, without limitation, any laws regarding the export of data or software to and from the Canada or other countries).
(B) For the purpose of exploiting, harming, or attempting to exploit or harm, minors in any way by exposing them to inappropriate content, asking for personal information, or otherwise.
(C) To send, knowingly receive, upload, download, use, or re-use any material which violates the rights of any individual or entity established in any jurisdiction.
(D) To transmit, or procure the sending of, any advertising or promotional material, including any "junk mail", "chain letter", "spam", or any other similar solicitation.
(E) To impersonate or attempt to impersonate Statvis, a Statvis employee, another user, or any other person or entity (including, without limitation, by using email addresses or screen names associated with any of the foregoing).
(F) To engage in any other conduct that restricts or inhibits anyone's use or enjoyment of the Cloud Services, or which, as determined by us, may harm Statvis or users of the Cloud Services or expose them to liability.
(ii) Additional Customer Obligations. You and your Authorized Users must not:
(A) Use the Cloud Services in any manner that could disable, overburden, damage, or impair the Cloud Services or interfere with any other party's use of the Cloud Services, including their ability to engage in real time activities through the Cloud Services.
(B) Use any robot, spider, or other automatic device, process, or means to access the Cloud Services for any purpose, including monitoring or copying any Cloud Services traffic or resources available on the Cloud Services.
(C) Use any manual process to monitor or copy any Cloud Services traffic or resources available on the Cloud Services or for any other unauthorized purpose without our prior written consent.
(D) Use any device, software, or routine that interferes with the proper working of the Cloud Services.
(E) Introduce any viruses, trojan horses, worms, logic bombs, or other software or material which is malicious or technologically harmful.
(F) Attempt to gain unauthorized access to, interfere with, damage, or disrupt any parts of the Cloud Services or any server, computer, database, or other resource or element connected to the Cloud Services.
(G) Violate, attempt to violate, or knowingly facilitate the violation of the security or integrity of the Cloud Services.
(H) Otherwise attempt to interfere with the proper working of the Cloud Services.
(iii) Content Standards. You and your Authorized Users must not use the Cloud Services to send, knowingly receive, upload, download, use, or re-use any material which:
(A) Contains any material that is defamatory, obscene, indecent, abusive, offensive, harassing, violent, hateful, inflammatory, or otherwise objectionable.
(B) Promotes sexually explicit or pornographic material, violence, or discrimination based on race, sex, religion, nationality, disability, sexual orientation, or age.
(C) Infringes any patent, trademark, trade secret, copyright, or other intellectual property or other rights of any other person.
(D) Violates the legal rights (including the rights of personality, publicity, and privacy) of others or contains any material that could give rise to any civil or criminal liability under applicable laws or regulations.
(E) Is likely to deceive any person.
(F) Promotes any illegal activity or advocates, promotes, or assists any unlawful act.
(G) Causes annoyance, inconvenience, or needless anxiety or is likely to upset, embarrass, alarm, or annoy any other person.
(H) Impersonates any person or misrepresents your identity or affiliation with any person or organization.
(I) Involves commercial activities or sales, such as contests, sweepstakes, and other sales promotions, barter, or advertising.
(G) Gives the impression that they emanate from or are endorsed by us or any other person or entity, if this is not the case.
(iv) Monitoring and Enforcement. Statvis, in its sole discretion, may, without obligation, determine whether your conduct and that of your Authorized Users is in compliance with this Agreement. We have the right, without obligation, to:
(A) Monitor your use and your Authorized Users use of the Cloud Services for any purpose in our sole discretion and as we see fit.
(B) Take any action we deem necessary or appropriate in our sole discretion if we believe a user's conduct violates this Agreement, infringes any intellectual property right or other right of any person or entity, threatens the personal safety of users of the Cloud Services or the public, or could create liability for Statvis.
(C) Disclose your identity or other information about you to any third party who claims that material posted by you violates their rights, including their intellectual property rights or their right to privacy.
(D) Take appropriate legal action, including without limitation, referral to law enforcement, for any illegal or unauthorized use of the Cloud Services.
(E) Terminate or suspend your access to all or part of the Cloud Services for any or no reason, including without limitation, any violation of this Agreement.
(v) Without limiting the foregoing, we have the right to fully cooperate with any law enforcement authorities or court order requesting or directing us to disclose the identity or other information of anyone who accesses or uses the Network. YOU WAIVE AND HOLD HARMLESS STATVIS AND ITS AFFILIATES, LICENSEES, AND SERVICE PROVIDERS FROM ANY CLAIMS RESULTING FROM ANY ACTION TAKEN BY ANY OF THE FOREGOING PARTIES DURING, OR TAKEN AS A CONSEQUENCE OF, INVESTIGATIONS BY SUCH PARTIES OR LAW ENFORCEMENT AUTHORITIES.
(b) Account Use. You are responsible and liable for all uses of the Cloud Services and Documentation resulting from access provided by you, directly or indirectly, whether such access or use is permitted by or in violation of this Agreement. Without limiting the generality of the foregoing, you are responsible for all acts and omissions of Authorized Users, and any act or omission by an Authorized User that would constitute a breach of this Agreement if taken by you will be deemed a breach of this Agreement by you. You shall use reasonable efforts to make all Authorized Users aware of this Agreement's provisions as applicable to such Authorized User's use of the Cloud Services, and shall cause Authorized Users to comply with such provisions.
(c) Customer Data. You hereby grant to Statvis a non-exclusive, royalty-free, worldwide license to reproduce, distribute, and otherwise use and display the Customer Data and perform all acts with respect to the Customer Data as may be necessary for Statvis to provide the Cloud Services to you, and a non-exclusive, perpetual, irrevocable, royalty-free, worldwide license to reproduce, distribute, modify, and otherwise use and display Customer Data incorporated within the Aggregated Statistics. You will ensure that Customer Data and any Authorized User's use of Customer Data will not violate any policy or terms referenced in or incorporated into this Agreement or any applicable law. You are solely responsible for the development, content, operation, maintenance, and use of Customer Data.
(d) Passwords and Access Credentials. You are responsible for keeping your passwords and access credentials associated with the Cloud Services confidential. You will not sell or transfer them to any other person or entity. You will promptly notify us about any unauthorized access to your passwords or access credentials.
(e) Third-Party Products. The Services may permit access to Third-Party Products. For purposes of this Agreement, such Third-Party Products are subject to their own terms and conditions presented to you for acceptance within the Cloud Services by website link or otherwise. If you do not agree to abide by the applicable terms for any such Third-Party Products, then you should not install, access, or use such Third-Party Products.
(a) Support. This Agreement does not entitle Customer to any support for the Cloud Services.
5. Fees and Payment. Customer shall pay Statvis the fees as described in the fee schedule provided at the time of subscription ("Fees") on the Effective Date (and in the case of each Renewal Term, as defined in Section 13(a), on the anniversary of the Effective Date) without set-off or deduction. Customer shall make all payments hereunder in Canadian dollars on or before the due date. If Customer fails to make any payment when due, without limiting Statvis's other rights and remedies: (i) Statvis may charge interest on the past due amount at the rate of 10% per annum or, if lower, the highest rate permitted under applicable law; (ii) Customer shall reimburse Statvis for all costs incurred by Statvis in collecting any late payments or interest, including legal fees, court costs, and collection agency fees; and (iii) if such failure continues for 10 days or more, Statvis may suspend, in accordance with Section 2(f), Customer's and all other Authorized Users' access to any portion or all of the Cloud Services until such amounts are paid in full. Customer may upgrade the services purchased at any time, subject to Statvis' then current fee schedule.
6. Taxes. All Fees and other amounts payable by Customer under this Agreement are exclusive of taxes and similar assessments. Customer is responsible for all harmonized sales tax (HST), provincial sales tax (PST), goods and services tax (GST), value added tax, use and excise taxes, and any other similar taxes, duties, and charges of any kind imposed by any federal, provincial, territorial, or local governmental entity on any amounts payable by Customer hereunder, other than any taxes imposed on Statvis's income.
7. Confidential Information. From time to time during the Term, Statvis and Customer may disclose or make available to the other party information about its business affairs, products, confidential intellectual property, trade secrets, third-party confidential information, and other sensitive or proprietary information, whether orally or in written, electronic, or other form or media, whether or not marked, designated, or otherwise identified as "confidential" at the time of disclosure (collectively, "Confidential Information"). Confidential Information does not include information that, at the time of disclosure is: (a) in the public domain; (b) known to the receiving party; (c) rightfully obtained by the receiving party on a non-confidential basis from a third party; or (d) independently developed by the receiving party. The receiving party shall not disclose the disclosing party's Confidential Information to any person or entity, except to the receiving party's employees, agents, or subcontractors who have a need to know the Confidential Information for the receiving party to exercise its rights or perform its obligations hereunder and who are required to protect the Confidential Information in a manner no less stringent than required under this Agreement. Notwithstanding the foregoing, each party may disclose Confidential Information to the limited extent required (i) to comply with the order of a court or other governmental body, or as otherwise necessary to comply with applicable law, provided that the party making the disclosure pursuant to the order shall first have given written notice to the other party and made a reasonable effort to obtain a protective order; or (ii) to establish a party's rights under this Agreement, including to make required court filings. Each party's obligations of non-disclosure with regard to Confidential Information are effective as of the date such Confidential Information is first disclosed to the receiving party and will expire 5 years thereafter; provided, however, with respect to any Confidential Information that constitutes a trade secret (as determined under applicable law), such obligations of non-disclosure will survive the termination or expiration of this Agreement for as long as such Confidential Information remains subject to trade secret protection under applicable law.
9. Intellectual Property Ownership; Feedback. As between you and us, (a) we own all right, title, and interest, including all intellectual property rights, in and to the Cloud Services and (b) you own all right, title, and interest, including all intellectual property rights, in and to Customer Data. If you or any of your employees, contractors, or agents sends or transmits any communications or materials to us by mail, email, telephone, or otherwise, suggesting or recommending changes to the Cloud Services, including, without limitation, new features or functionality relating thereto, or any comments, questions, suggestions, or the like ("Feedback"), we are free to use such Feedback irrespective of any other obligation or limitation between you and us governing such Feedback. All such Feedback is and will be treated as non-confidential. You hereby assign to us on your behalf, and shall cause your employees, contractors, and agents to assign, all right, title, and interest in, and we are free to use, without any attribution or compensation to you or any third party, any ideas, know-how, concepts, techniques, or other intellectual property rights contained in the Feedback, for any purpose whatsoever, although we are not required to use any Feedback. You hereby waive on your behalf, and shall cause your employees, contractors, and agents to waive, all moral rights in the Feedback, and agree not to assert such moral rights.
10. Warranty and Warranty Disclaimer.
(a) Customer Warranty. You warrant that you own all right, title, and interest, including all intellectual property rights, in and to Customer Data and that both the Customer Data and your use of the Cloud Services are in compliance with this Agreement.
(b) STATVIS STRICTLY DISCLAIMS ALL WARRANTIES, WITH RESPECT TO ANY THIRD-PARTY PRODUCTS.
(c) THE CLOUD SERVICES ARE PROVIDED "AS IS", "WHERE IS", AND "WITH ALL FAULTS" AND STATVIS SPECIFICALLY DISCLAIMS ALL WARRANTIES AND CONDITIONS, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE. STATVIS SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND ALL WARRANTIES ARISING FROM COURSE OF DEALING, USAGE, OR TRADE PRACTICE. STATVIS MAKES NO WARRANTY OF ANY KIND THAT THE CLOUD SERVICES, OR ANY PRODUCTS OR RESULTS OF THE USE THEREOF, WILL MEET YOUR OR ANY OTHER PERSON'S OR ENTITY'S REQUIREMENTS, OPERATE WITHOUT INTERRUPTION, ACHIEVE ANY INTENDED RESULT, BE COMPATIBLE OR WORK WITH ANY OF YOUR OR ANY THIRD PARTY'S SOFTWARE, SYSTEM, OR OTHER SERVICES, OR BE SECURE, ACCURATE, COMPLETE, FREE OF HARMFUL CODE, OR ERROR-FREE, OR THAT ANY ERRORS OR DEFECTS CAN OR WILL BE CORRECTED.
11. Indemnification. Customer shall indemnify, hold harmless, and, at Statvis's option, defend Statvis and its officers, directors, employees, agents, affiliates, successors, and assigns from and against any and all losses, damages, liabilities, deficiencies, claims, actions, judgments, settlements, interest, awards, penalties, fines, costs, or expenses of whatever kind, including legal fees ("Losses") arising from or relating to any third-party claim, suit, action, or proceeding ("Third-Party Claim") (i) that the Customer Data, or any use of the Customer Data in accordance with this Agreement, infringes or misappropriates such third party's intellectual property rights; or (ii) based on Customer's or any Authorized User's negligence or wilful misconduct or use of the Cloud Services in a manner not authorized by this Agreement; provided that Customer may not settle any Third-Party Claim against Statvis unless Statvis consents to such settlement, and further provided that Statvis will have the right, at its option, to defend itself against any such Third-Party Claim or to participate in the defence thereof by counsel of its own choice.
12. LIMITATIONS OF LIABILITY. IN NO EVENT WILL STATVIS BE LIABLE UNDER OR IN CONNECTION WITH THIS AGREEMENT UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE, FOR ANY: (a) CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, AGGRAVATED, OR PUNITIVE DAMAGES; (b) INCREASED COSTS, DIMINUTION IN VALUE OR LOST BUSINESS, PRODUCTION, REVENUES, OR PROFITS; (c) LOSS OF GOODWILL OR REPUTATION; (d) USE, INABILITY TO USE, LOSS, INTERRUPTION, DELAY, OR RECOVERY OF ANY DATA, OR BREACH OF DATA OR SYSTEM SECURITY; OR (e) COST OF REPLACEMENT GOODS OR SERVICES, IN EACH CASE REGARDLESS OF WHETHER STATVIS WAS ADVISED OF THE POSSIBILITY OF SUCH LOSSES OR DAMAGES OR SUCH LOSSES OR DAMAGES WERE OTHERWISE FORESEEABLE. IN NO EVENT WILL STATVIS'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE EXCEED THE TOTAL AMOUNTS PAID TO STATVIS UNDER THIS AGREEMENT IN THE TWELVE (12) MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO THE CLAIM OR $100, WHICHEVER IS LESS.
13. Term and Termination.
(a) Term. The term of this Agreement begins on the date Statvis notifies Customer it can access the Cloud Services and continues until terminated. Each Term shall automatically renew for subsequent period of the same length (each a "Renewal Term") as the initial Term unless either party gives the other written notice of termination at least (60) days prior to expiration of the current term.
(b) Termination. In addition to any other express termination right set forth in this Agreement:
(i) Statvis may terminate this Agreement, for any reason upon notice;
(ii) either party may terminate this Agreement, effective on written notice to the other party, if the other party materially breaches this Agreement, and such breach: (A) is incapable of cure; or (B) being capable of cure, remains uncured 30 days after the non-breaching party provides the breaching party with written notice of such breach; or
(iii) either party may terminate this Agreement, effective immediately upon written notice to the other party, if the other party: (A) becomes insolvent or is generally unable to pay, or fails to pay, its debts as they become due; (B) files or has filed against it, a petition for voluntary or involuntary bankruptcy or otherwise becomes subject, voluntarily or involuntarily, to any proceeding under any domestic or foreign bankruptcy or insolvency law; (C) makes or seeks to make a general assignment for the benefit of its creditors; or (D) applies for or has appointed a receiver, trustee, custodian, or similar agent appointed by order of any court of competent jurisdiction to take charge of or sell any material portion of its property or business.
(c) Effect of Expiration or Termination. Upon expiration or earlier termination of this Agreement, Customer shall immediately discontinue use of the Statvis IP. No termination of this Agreement will affect Customer's obligation to pay all Fees that may have become due before such expiration or termination, or entitle Customer to any refund.
(d) Survival. This Section 13(d), Section 5, Section 11, Section 12, and any right, obligation, or required performance of the parties in this Agreement which, by its express terms or nature and context is intended to survive termination or expiration of this Agreement, will survive any such termination or expiration.
14. Modifications. You acknowledge and agree that we have the right, in our sole discretion, to modify this Agreement from time to time, and that modified terms become effective on posting. You will be notified of modifications through notifications or via direct email communication from us. You are responsible for reviewing and becoming familiar with any such modifications. Your continued use of the Cloud Services after the effective date of the modifications will be deemed acceptance of the modified terms. Statvis will endeavour to provide at least 60 days' advance notice of changes to any service level that Statvis reasonably anticipates may result in a material reduction in quality or services.
15. Governing Law. This Agreement and all related documents including all exhibits attached hereto or otherwise incorporated by reference herein, and all matters arising out of or relating to this Agreement, whether sounding in contract, tort, or statute, are governed by, and construed in accordance with, the laws of the Province of Alberta and the federal laws of Canada applicable therein, without giving effect to any choice or conflict of law provision or rule of any jurisdiction.
16. Choice of Forum. Any legal suit, action, litigation, or proceeding of any kind whatsoever in any way arising out of, from, or relating to this Agreement, including all statements of work, exhibits, schedules, attachments, and appendices attached to this Agreement, the services provided hereunder, and all contemplated transactions, shall be instituted in the courts in the Province of Alberta, and each party irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action, litigation, or proceeding. Service of process, summons, notice, or other document by mail to such party's address set forth herein shall be effective service of process for any suit, action, litigation, or other proceeding brought in any such court. Each party agrees that a final judgment in any such suit, action, litigation, or proceeding is conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. The parties irrevocably and unconditionally waive any objection to the venue of any action or proceeding in such courts and irrevocably waive and agree not to plead or claim in any such court that any such action or proceeding brought in any such court has been brought in an inconvenient forum.
17. Miscellaneous. This Agreement constitutes the entire agreement and understanding between the parties hereto with respect to the subject matter hereof and supersedes all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, with respect to such subject matter. Any notices to us must be sent to PO Box 38073 RPO Capilano, Edmonton, AB, T6A 3Y6 and must be delivered either in person, by certified or registered mail, return receipt requested and postage prepaid, or by recognized overnight courier service, and are deemed given upon receipt by us. Notwithstanding the foregoing, you hereby consent to receiving electronic communications from us. These electronic communications may include notices about applicable fees and charges, transactional information, and other information concerning or related to the Cloud Services. You agree that any notices, agreements, disclosures, or other communications that we send to you electronically will satisfy any legal communication requirements, including that such communications be in writing. The invalidity, illegality, or unenforceability of any provision herein does not affect any other provision herein or the validity, legality, or enforceability of such provision in any other jurisdiction. Any failure to act by us with respect to a breach of this Agreement by you or others does not constitute a waiver and will not limit our rights with respect to such breach or any subsequent breaches. This Agreement is personal to you and may not be assigned or transferred for any reason whatsoever without our prior written consent and any action or conduct in violation of the foregoing will be void and without effect. We expressly reserve the right to assign this Agreement and to delegate any of its obligations hereunder.