Terms of Use

1.Applicability.

  1.1 These Client Terms and Conditions (the “Terms”) govern the provision of services by INVEST OTTAWA (2013), a not-for-profit corporation incorporated under the Canada Not-for-profit Corporations Act, with a principal place of business at 7 Bayview Road Ottawa, ON, Canada, K1Y 2C5 (“Invest Ottawa”) to the Client identified on the quotation which incorporates these Terms (the “Quote”) (the “Client”, and together with Invest Ottawa the “Parties”, and each, a “Party”).

  1.2 The Quote, these Terms and each relevant project charter which captures in more detail the Client’s specific services (the “Project Charter”) (collectively, this “Agreement”) comprise the entire agreement between the Parties, and supersede all prior or contemporaneous understandings, agreements, negotiations, representations and warranties, and communications, both written and oral. In the event of any conflict between these Terms, a Project Charter, and the Quote, the documents will govern in the following order: (i) these Terms (i) Project Charter (iii) the Quote.

  1.3 The Agreement prevails over any of Client’s general terms and conditions regardless whether or when Client has submitted its request for proposal, order, or such terms. Provision of services to Client does not constitute acceptance of any of Client’s terms and conditions and does not serve to modify or amend the Agreement.

2. Services.

Invest Ottawa shall provide the services to Client as described in the Agreement (the “Services”) in accordance with the Agreement.

3. Right to Use the Service.

Subject to the terms and conditions of this Agreement and payment of the applicable fees and Invest Ottawa’s accepting Client’s order at its sole discretion, Invest Ottawa hereby grants to Client a non-exclusive, non-transferable, non-sublicensable, revocable right to access and use the L5 Facility (as defined in Section 4.1(a)) solely during for the Term strictly accordance with this Agreement, and solely for Client’s testing and demonstration purposes. Any use for other purposes such as including but not limited to commercial purposes is excluded.

All Devices and materials provided to the Client by the L5 Facility for rental or loan shall be responsibility of the Client for the duration of the agreement to protect from loss, damage or destruction. The replacement of any such Devices or materials lost, damaged or destroyed after delivery to Client shall be at the sole expense of the Client. Client understands that it is solely responsible for insuring against any such loss, damage or destruction and Invest Ottawa will not insure Client for any such loss, damage or destruction.

4. Client’s Obligations.

4.1  Client warrants, represents and covenants that during the Term it shall:

a.  cause and ensure that all of Client’s employees, officers, directors, consultants, agents, independent contractors, service providers, volunteers, members, and all other third parties who accompany same (“Representatives”) fully read, complete, sign and provide to Invest Ottawa an executed Waiver, Release and Assumption of Risks document prior to entering Invest Ottawa’s L5 test track facility located at located at 1740 Woodroffe Ave., Ottawa ON K2G 3R8 (the “L5 Facility”);

b. cause and ensure that all of their Representatives at all times stay within the zone(s) and common areas permitted as outlined in the Project Charter;

c. cooperate with Invest Ottawa in all matters relating to the Services and respond promptly to any of Invest Ottawa’s requests to provide direction, information, materials, approvals, authorizations or decisions that are reasonably necessary for Invest Ottawa to perform Services in accordance with the requirements of this Agreement and the Client will ensure that same are complete and accurate in all material respects;

d. immediately remove any Representative from participation, and immediately notify the nearest Invest Ottawa official, if at any time Client or its Representative’s senses or observes any unusual hazard or unsafe or defect, or unsatisfactory condition or if Client’s Representative has experienced any deterioration in their physical, emotional or mental fitness, or any deterioration to their protective clothing, gear or equipment;

e.  if the Client is a participant under government funding (an “OCE Participant”), Client will adhere to the requirements of the Data and Information Sharing Protocol language as attached to the Project Charter or if Client it a non OCE Participant then Client will adhere to the requirements of any other Data and Information Sharing Protocol language as attached to the Project Charter;

f.  not attend the L5 Facility without an advance appointment mutually agreed to with Invest Ottawa or exceed the number of pre-approved Representatives permitted by Invest Ottawa;

g. cause and ensure that all of Representatives agree to observe the then-current Safety Plan and User Handbook as made available or assessable by Invest Ottawa, all safety and security requirements and measures in effect at the time they are present at the L5 Facility;

h. cause and ensure that all Representatives access and use, the Services in accordance with any and all operating instructions or procedures that may be issued by Invest Ottawa from time to time or instructions provided by Invest Ottawa officials;

i.  cause and ensure that it and its Representatives use and access of the L5 Facility, the Services and deliverables and Client Equipment and any other activities under this Agreement will comply with all applicable laws, statutes, regulations, bylaws, ordinances, codes or orders, enacted, adopted or promulgated by any applicable Governmental Authority and binding on a Party, including any judgment, writ, injunction, award or decree of any court, administrative body, judge, justice or magistrate, and any order of or by any Governmental Authority (“Applicable Law”) and obtain and maintain any required certificates, licenses or permits required under same. “Governmental Authority” means any federal, provincial, territorial, local or foreign government or political subdivision thereof, or any agency or instrumentality of such government or political subdivision, or any self-regulated organization or other non-governmental regulatory authority or quasi-governmental authority (to the extent that the rules, regulations or orders of such organization or authority have the force of law), or any arbitrator, court or tribunal of competent jurisdiction.

5. Insurance.

5.1 During the Term Client shall at their own expense prior to commencement of operation and the Services obtain and maintain until the termination of the contract or otherwise stated, provide Invest Ottawa with evidence of Commercial General Liability Insurance issued on an occurrence basis for an amount of not less than $3,000,000.00 per occurrence / $3,000,000.00 annual aggregate for any negligent acts or omissions by the Client relating to their obligations under this Agreement.

5.2 Such insurance shall include, but is not limited to bodily injury and property damage including loss of use; personal injury; contractual liability; premises, property & operations; non-owned automobile; broad form property damage; owners & contractors protective; occurrence property damage; products; broad form completed operations; employees and volunteers as Additional Insured(s); contingent employers liability; tenants legal liability; cross liability and severability of interest clause.

5.3 Such insurance shall add Invest Ottawa as additional insured subject to a waiver of subrogation. This insurance shall be non-contributing with and apply as primary and not as excess of any insurance available to Invest Ottawa.

5.4 Any and all deductibles applicable to the above noted insurance shall be the sole responsibility of the Client and Invest Ottawa shall bear no cost towards such deductible.

5.5 Client is responsible to keep their property / assets insured – failure to do so shall not impose any liability on Invest Ottawa.

5.6 Client shall also provide evidence of WSIB or its equivalent.

5.7 Client shall provide the Invest Ottawa with a certificate of insurance in compliance with the insurance requirements as stipulated in this Agreement. The policies shown above shall not be cancelled unless the insurer notifies Invest Ottawa in writing at least thirty (30) days prior to the effective date of the cancellation. The insurance policy will be in a form and with a company which are, in all respects, acceptable to the Invest Ottawa.

 

6. Client Equipment.

6.1 Client is solely responsible for acquiring, servicing, maintaining and updating all of its equipment, computers, communications devices, vehicles, drones, or other equipment listed in the Project Charter. (“Client Equipment”) and its materials that it wishes to access and use with the Services and for all expenses relating thereto.

6.2 As between Invest Ottawa and Client, Client solely assumes all responsibilities and risks for Client Equipment and independently assessing their viability, safety and appropriateness for all proposed uses and intended uses and in conjunction with using the Services.

6.3 All Client Equipment and materials provided to Invest Ottawa or brought onto the L5 Facility shall be at all times responsibility of the Client to protect from loss, damage or destruction. The replacement of any such Client Equipment or materials lost, damaged or destroyed after delivery to Invest Ottawa shall be at the sole expense of the Client. Client understands that it is solely responsible for insuring against any such loss, damage or destruction and Invest Ottawa will not insure Client for any such loss, damage or destruction.

6.4 Although Invest Ottawa will strive to work closely with the Client to integrate their Client Equipment with the L5 Facility infrastructure. Invest Ottawa shall be under no obligation to develop the L5 Facility and/or to release any update or upgrade with regards to achieve L5 Facility compatibility for testing with Client’s Equipment.

7. Client’s Acts or Omissions.

If Invest Ottawa’s performance of its obligations under this Agreement is prevented or delayed by any act or omission of Client or its Representatives, Invest Ottawa shall not be deemed in breach of its obligations under this Agreement or otherwise liable for any costs, charges or losses sustained or incurred by Client, in each case, to the extent arising directly or indirectly from such prevention or delay.

8. Quote and Project Charter.

8.1 If Client wishes to obtain additional Services from Invest Ottawa it shall submit details of the requested Services to Invest Ottawa on Invest Ottawa’s standard form Project Charter. Invest Ottawa shall assess such request and if in Invest Ottawa’s sole discretion it wishes to provide such Services.

8.2 Invest Ottawa shall provide a written Quote to Client of:

a.  the likely time required to implement such Services; and,

b. any necessary fees and other charges for such Services;

8.3 Promptly after receipt of the written Quote, the Parties shall negotiate and agree in writing on the terms of the Project Charter. Neither Party shall be bound by any Quote and/or Project Charter unless mutually agreed upon and signed by the Parties.

9. Fees and Expenses: Payment Terms.

9.1 In consideration of the provision of the Services by Invest Ottawa and the rights granted to Client under this Agreement, Client shall pay the fees set forth in the Quote and/or Project Charter. All amounts stated in the Agreement are in Canadian dollars.

9.2 Client agrees to reimburse Invest Ottawa for all reasonable travel and out-of-pocket expenses incurred by Invest Ottawa in connection with the performance of the Services.

9.3 Unless otherwise stated in the Quote, Client shall pay all invoiced amounts due to Invest Ottawa within thirty (30) days from the date of Invest Ottawa’s invoice. Client shall make all payments hereunder in Canadian dollars. The Client is not entitled to withhold payment or make any deduction from the fees payable under the Agreement for the Services in respect of any set off or counterclaim.

9.4 Unless otherwise stated in the Quote, in the event payments are not received by Invest Ottawa within thirty (30) days after becoming due, Invest Ottawa may:

a. charge interest on any such unpaid amounts at a rate of eighteen percent (18%) per annum or, if lower, the maximum amount permitted under Applicable Law, from the date such payment was due until the date paid; and

b. suspend performance for all Services until payment has been made in full.

10. Taxes.

Where applicable, Client shall be responsible for all applicable sales tax, 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 Client hereunder.

11. Intellectual Property and License.

11.1 All rights, including all intellectual property rights, in and to any materials or any technology, data or other information and documentation related thereto, which have been provided by Client to Invest Ottawa in connection with the performance of any of the Services are owned and shall continue to be owned by Client or its suppliers or licensors. Invest Ottawa shall deliver any or all such materials and information to Client upon the request of Client.

11.2 Client agrees that Invest Ottawa and its suppliers and licensors shall retain all intellectual property rights it possessed prior to the Effective Date or which it develops after such date where such development is not related to Client’s Confidential Information (as defined in Section 12.1).

11.3 The Client hereby grants Invest Ottawa a non-exclusive license during the Term of this Agreement to use the Client’s intellectual property rights and Confidential Information as necessary to perform Invest Ottawa’s obligations under this Agreement.

11.4 The Client acknowledges that Invest Ottawa will develop expertise across multiple industries with various clientele and nothing herein shall create an exclusive relationship as between the Parties and the Client consents to Invest Ottawa using and developing its own expertise and processes across multiple industries and with multiple clients. Invest Ottawa will not require consent from the Client to engage in contracts with other clients for any matter.

12. Confidential Information.

12.1 Subject to Section 4.1(e) (where applicable), all non-public, confidential or proprietary information, including, but not limited to, trade secrets, technology, information pertaining to business operations and strategies, and information pertaining to customers, pricing (including but not limited to Quoted amounts), and marketing (collectively, “Confidential Information”), disclosed by one Party (the “Disclosing Party”) to the other Party (the “Receiving Party”), whether disclosed orally or disclosed or accessed in written, electronic or other form or media, and whether or not marked, designated or otherwise identified as “confidential,” in connection with the provision of the Services and this Agreement is confidential, and shall not be disclosed or copied by the Receiving Party without the prior written consent of the Disclosing Party. Confidential Information does not include information that is:

a. in the public domain;

b. known to Client at the time of disclosure; or

c. rightfully obtained by Client on a non-confidential basis from a third party.

12.2 The Disclosing Party shall be entitled to injunctive relief for any violation of this Section.

12.3 Upon request by the Disclosing Party the Receiving Party shall return all of the Disclosing Party’s Confidential Information.

12.4 Notwithstanding the above confidentiality language in this Section 12, if a pre-existing non-disclosure agreement has been fully executed between the Parties, the Parties agree that Subject to Section 4.1(e) of this Agreement such confidentiality terms and conditions in the existing non-disclosure will apply to this Agreement to the extent they are more protective.

13. Derivative Data.

Client acknowledges and agrees that the Service compiles, stores, and uses aggregated data and usage, analytics and diagnostic information to monitor and improve the Service and L5 Facility. Client hereby grants to Invest Ottawa a non-exclusive, transferable, assignable, irrevocable, worldwide, perpetual license to collect, process and aggregate such Client data and other such information and data and create anonymized, aggregated data records and use such anonymized and aggregated data, and all modifications thereto and derivatives thereof (“Derivative Data”) to improve the Service and L5 Facility, and to develop new products and services, to understand usage, and for any other purpose. This Derivative Data is no longer associated with Client or their Representatives and as such is not personal of Confidential Information of Client or its Representatives. For clarity, Derivative Data is not Client’s Confidential Information.

14. Feedback.

Client may provide feedback to Invest Ottawa including, but not limited to, suitability, problem reports, suggestions and other information with respect to the Service (“Feedback”). Client hereby grants to Invest Ottawa a fully paid-up, royalty-free, worldwide, assignable, transferable, sublicenseable, irrevocable, perpetual license to use or incorporate into the L5 Facility, Service and use it for any other means, or for any other purposes, any Feedback provided by Client or its Representatives. For clarity, Feedback is not Client’s Confidential Information.

15. No Warranty; Disclaimer.

15.1 AS BETWEEN INVEST OTTAWA AND THE CLIENT, THE CLIENT SOLELY ASSUMES ALL RESPONSIBILITIES FOR ITS CLIENT EQUIPMENT AND INDEPENDENTLY ASSESSING THEIR VIABILITY, SAFETY AND APPROPRIATENESS FOR ALL PROPOSED USES AND INTENDED USES AND IN CONJUNCTION WITH USING THE SERVICES.

15.2 THE SERVICES ARE PROVIDED TO CLIENT “AS IS” AND THERE ARE NO WARRANTIES, REPRESENTATIONS OR CONDITIONS, EXPRESSED OR IMPLIED, WRITTEN OR ORAL, ARISING BY STATUTE, OPERATION OR LAW OR OTHERWISE, REGARDING THEM OR ANY OTHER DELIVERABLES OR SERVICES PROVIDED HEREUNDER OR IN CONNECTION HEREWITH. INVEST OTTAWA, ITS LICENSORS AND SUPPLIERS, DISCLAIM ANY IMPLIED WARRANTY OR CONDITION OF MERCHANTABLE QUALITY, MERCHANTABILITY, DURABILITY OR FITNESS FOR A PARTICULAR PURPOSE, TITLE OR NON-INFRINGEMENT WITH RESPECT TO ANY SERVICES OR DELIVERABLES USED OR SUPPLIED IN THE COURSE OF PERFORMING THE SERVICES. NO REPRESENTATION OR OTHER AFFIRMATION OF FACT, INCLUDING BUT NOT LIMITED TO STATEMENTS REGARDING PERFORMANCE OF THE SERVICES THAT IS NOT CONTAINED IN THIS SECTION, WILL BE DEEMED TO BE A WARRANTY. CLIENT ACKNOWLEDGES THAT IT HAS NOT RELIED UPON ANY REPRESENTATION, CONDITION OR WARRANTY MADE BY INVEST OTTAWA, OR ANY OTHER PERSON ON INVEST OTTAWA’S BEHALF.

16. Indemnification.

16.1 The Client shall defend, indemnify and save harmless Invest Ottawa and any related parties, employees, agents, volunteers, representatives, officers or directors, suppliers or licensors (“Indemnified Parties”), from any claims, demands, losses, damages, fines, interest, costs, charges, expenses (including reasonable legal fees) of every nature and kind whatsoever, including but not limited to bodily injury or to damage to or destruction of tangible property including loss of revenue, actions and other proceedings, made or brought against, suffered by, imposed, incurred by or assessed against any Indemnified Parties, directly or indirectly arising out of, resulting from or sustained by or allegedly attributable to:

a. the acts, errors, omissions, fault or negligence of Client (whether willful or otherwise), any related Parties or Client’s Representatives; or

b. the use or reliance by Invest Ottawa of any information or material supplied by Client while providing the Services; or

c. the compliance by Invest Ottawa with any instructions or specifications provided by Client with respect to any Services; or

d. client’s breach of this Agreement; or

e. any failure of any deliverables to comply with any safety standards and/or environmental regulations or Applicable Law; or

f. any actual or threatened injury or damage or death to any person or property caused, or alleged to be caused, by the Client; or

g. any infringement of the intellectual property rights of any third party by any Client Equipment or materials provided or used by Client.

16.2 The indemnities herein shall be in addition to and not in lieu of any insurance to be provided by Client in accordance with this Agreement and survive the termination of this Agreement and the completion of the Services contained herein.

17. Limitation of Liability.

17.1 TO THE EXTENT PERMITTED BY APPLICABLE LAW, INVEST OTTAWA ACCEPTS NO LIABILITY FOR USE OF OR RELIANCE BY CLIENT OR THIRD PARTIES OR BOTH ON THE SERVICES OR DELIVERABLES, INCLUDING WITHOUT LIMITATION, LIABILITY RESULTING FROM ANY CLAIMS, HOWSOEVER CAUSED, EVEN IF INVEST OTTAWA IS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR SUCH DAMAGES ARE FORESEEABLE. THE CLIENT ACCEPTS SOLE RESPONSIBILITY AND LIABILITY FOR ITS OR ANY THIRD PARTY’S USE AND RELIANCE OF THE SERVICES OR DELIVERABLES.

17.2 TO THE EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL INVEST OTTAWA BE LIABLE UNDER THIS AGREEMENT TO CLIENT OR ANY THIRD PARTY FOR ANY CONSEQUENTIAL, INDIRECT, INCIDENTAL, EXEMPLARY, SPECIAL OR PUNITIVE DAMAGES WHATSOEVER, INCLUDING ANY DAMAGES FOR BUSINESS INTERRUPTION, LOSS OF USE, DATA, REVENUE OR PROFIT, COST OF CAPITAL, LOSS OF BUSINESS OPPORTUNITY, LOSS OF GOODWILL, WHETHER ARISING OUT OF BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), ANY OTHER THEORY OF LIABILITY OR OTHERWISE, REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE AND WHETHER OR NOT THE BREACHING PARTY WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

17.3 TO THE EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL INVEST OTTAWA’S LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER ARISING OUT OF OR RELATED TO BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, EXCEED THE MAXIMUM SUM OF THE FEES ACUALLY RECEIVED BY INVEST OTTAWA FROM THE CLIENT UNDER THIS AGREEMENT FOR THE PRECEDING SIX (6) MONTHS BEFORE THE CLAIM IS MADE.

18. Assumption of Risks and Waiver and Release.

18.1 CLIENT IS AWARE AND UNDERSTANDS THAT THE USE OF THE SERVICES AND DELIVERABLES INVOLVES MANY RISKS, DANGERS AND HAZARDS, INCLUDING BUT NOT LIMITED TO THE RISK OF SERIOUS INJURY, DEATH OR PROPERTY DAMAGE. CLIENT ACKNOWLEDGES THAT THEY ARE VOLUNTARILY PARTICIPATING AND SOLELY RESPONSIBLE FOR THE USE OF, AND PARTICIPATION IN, THE SERVICES AND CLIENT FREELY ACCEPTS AND FULLY ASSUMES ANY AND ALL OF THE RISKS, DANGERS AND HAZARDS INVOLVED AND THE POSSIBILITY OF INJURY, DEATH (INCLUDING BUT NOT LIMITED TO ITS REPRESENTATIVES) OR PROPERTY DAMAGE, WHETHER CAUSED BY NEGLIGENCE OR OTHERWISE.

18.2 Client hereby expressly waives and releases any and all claims which Client has or may in the future have against Invest Ottawa, its affiliates, and their respective directors, officers, employees, agents, representatives, shareholders, licensors, suppliers, successors and assigns (including but not limited to the Ontario Centres of Excellence), or L5 Facility property owners (collectively, “Releasees”) on account of injury, death (including but not limited to its Representatives) or property damage arising out of or attributable to the use of the Services, due to any cause whatsoever, including without limitation negligence of Invest Ottawa or any other Releasee, breach of contract, or breach of any statutory or other duty of care owing under legislation (including but not limited to occupiers liability legislation) or otherwise. Client covenants not to make or bring any such claim against Invest Ottawa or any other Releasee, and forever releases and discharges Invest Ottawa and all other Releasees from liability under such claims.

19. Privacy.

For the purposes of this Agreement, “Personal Information” shall have the meaning ascribed to it in the Personal Information Protection and Electronic Documents Act (Canada). Both Parties shall comply with any applicable privacy legislation or regulation, including, without limitation, the Personal Information Protection and Electronic Documents Act (Canada) in the, collection, use or disclosure of Personal Information, as well as the Canadian Anti-Spam Legislation. Each Party shall obtain the necessary consents in order to provide the other Party any Personal Information necessary to perform its obligations hereunder.

20. Third Party Services.

For Client’s convenience, the Services may include third party products, services, content, information, resources or licenses and licensors (“Third Party Content”). Invest Ottawa makes no representations about any Third Party Content that may be accessed while using the Services. If Client uses or accesses such Third Party Content Client does so at Client’s own risk. Invest Ottawa has no control over the Third Party Content and accepts no responsibility for Third Party Content or for any loss or damage that may arise from Client’s use of them. Client will be subject to any terms and conditions of such Third Party Content that may apply. All statements and/or opinions expressed in any such Third Party Content are solely the opinions and the responsibility of the person or entity providing such Third Party Content.

21. Term and Termination.

21.1 The Term of this Agreement begins on the effective date as outlined in the Project Charter (the “Effective Date”) and, unless terminated earlier pursuant to this Agreement’s express provisions, and unless terminated in accordance with the Terms and conditions here, will continue in effect until all Services have been completed in accordance with the applicable Quote and Project Charter (the “Term”)

21.2 In addition to any remedies that may be provided under this Agreement, Invest Ottawa may terminate this Agreement (or part thereof):

a.  with immediate effect upon written Notice to Client, if Client:

i. fails to pay any amount when due under this Agreement and such failure continues for ten (10) days after Client’s receipt of written Notice of non-payment;

ii. has not otherwise performed or complied with any of the Terms of this Agreement, in whole or in part as determined by Invest Ottawa in its sole discretion; or

iii.  becomes insolvent, files a petition for bankruptcy or commences or has commenced against it proceedings relating to bankruptcy, receivership, reorganization or assignment for the benefit of creditors.

b. for convenience, upon thirty (30) days written Notice to the Client.

21.3 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 thirty (30) days after the non-breaching Party provides the breaching Party with written Notice of such breach.

22. Effect of Termination.

Except under Section 21.2(b), upon the termination of this Agreement, Invest Ottawa shall cease providing the Services and invoice the Client for all amounts listed and still owing in the Quote and/or Project Charter and all such amounts will be payable by Client immediately.

23. Suspension of Services.

In addition to any termination rights of Invest Ottawa pursuant to this Agreement, circumstances may require Invest Ottawa to suspend or terminate (where appropriate), as determined at Invest Ottawa’s sole discretion, Client’s and its Representative’s access to and/or use of, or otherwise modify, the Service in order to: (a) prevent material damages or injury to, or material degradation of the integrity of, Invest Ottawa, its providers, the L5 Facility or any individual; or (b) comply with Applicable Law. Invest Ottawa will notify Client of such suspension or termination action as far in advance of such suspension or termination as reasonably possible, and if such advance Notice is not possible, then as soon as possible after such suspension or termination. In the event of a suspension, Invest Ottawa will limit such suspension to that which is, in Invest Ottawa’s sole discretion, minimally required and may promptly restore Client’s access to the Service as soon as the event giving rise to the suspension has been addressed (including by Client agreeing to accept the risks associated with such suspension) or resolved.

24. No Recruitment or Solicitation.

During the Term of this Agreement, and for a period of one (1) year thereafter, Client shall not, without the prior written consent of Invest Ottawa, hire, retain or engage, or make an offer in respect of same to, any employee or contractor of Invest Ottawa.

25. Waiver.

No waiver by Invest Ottawa of any of the provisions of this Agreement is effective unless explicitly set forth in writing and signed by Invest Ottawa. No failure to exercise, or delay in exercising, any rights, remedy, power or privilege arising from this Agreement operates or may be construed as a waiver thereof. No single or partial exercise of any right, remedy, power or privilege hereunder precludes any other or further exercise thereof or the exercise of any other right, remedy, power or privilege.

26. Assignment.

Client shall not assign any of its rights or delegate any of its obligations under this Agreement without the prior written consent of Invest Ottawa. Any purported assignment or delegation in violation of this Section is null and void. No assignment or delegation relieves Client of any of its obligations under this Agreement.

27. Relationship of the Parties.

The relationship between the Parties is that of independent contractors. Nothing contained in this Agreement shall be construed as creating any agency, partnership, joint venture or other form of joint enterprise, employment or fiduciary relationship between the Parties, and neither Party shall have authority to contract for or bind the other Party in any manner whatsoever.

28. Choice of Law.

This Agreement and all related documents including all exhibits attached hereto, 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 Ontario and the federal laws of Canada applicable therein, without giving effect to any choice or conflict of law provision or rule (whether of the province of Ontario or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than those of the province of Ontario.

29. Forum Selection.

Each Party irrevocably submits to the exclusive jurisdiction of the courts of Ottawa, Ontario. 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.

30. Dispute Resolution.

It is the Parties’ intention that any dispute between them in relation to this Agreement should be settled amicably, by consultation, negotiation, and mutual agreement. The Parties shall use reasonable efforts to resolve any dispute arising out of this Agreement prior to invoking any right to formal legal proceedings on a “without prejudice” basis.

31. Notices.

All notices, requests, consents, claims, demands, waivers and other communications hereunder (each, a “Notice”) shall be in writing and addressed to the Parties at the addresses set forth in the Quote or to such other address that may be designated by the Receiving Party in writing. All Notices shall be deemed effectively given (a) when received, if delivered by hand, with signed confirmation of receipt; (b) when received, if sent by a nationally recognized overnight courier (with all fees pre-paid), signature required; (c) when sent, if by facsimile [or email] ([in each case,] with confirmation of transmission) if sent during the addressee’s normal business hours, and on the next business day if sent after the addressee’s normal business hours; and (d) on the fifth (5th) day after the date mailed by certified or registered mail by the Canada Post Corporation, in each case, return receipt requested, postage prepaid.

32. Severability.

If any term or provision of this Agreement is invalid, illegal or unenforceable in any jurisdiction, such invalidity, illegality or unenforceability shall not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction.

33. Survival.

Provisions of these Terms, which by their nature and context should apply beyond the termination of this Agreement, will remain in force after any termination or expiration of this Agreement including, but not limited to, the following provisions 1, 6, 9, 10, 11, 12, 13, 14, 15, 16, 17, 18, 19, 22, 24, 25, 26, 27, 28, 29, 30, 31, 32, 33, 35, 37 and 38.

34. Amendments and Modifications.

34.1 Invest Ottawa reserves the right to modify these Terms and will announce such modifications on its website https://www.investottawa.ca/ottawal5/. It shall be Client’s responsibility to check the website from time-to-time and to adhere to the latest version of the Agreement. Invest Ottawa shall be under no obligation to inform Client of such modifications individually.

34.2  Subject to Section 34, this Agreement may only be amended or modified in writing which specifically states that it amends this Agreement and is signed by an authorized Representative of each Party.

35. Publicity.

Client or its Representatives shall not (orally or in writing) publicly disclose, issue any press release or make any other public statement, or communicate with the media, concerning the existence of the Agreement or the subject matter hereof, without the prior written approval of Invest Ottawa (which shall not be unreasonably withheld, conditioned or delayed).

36. Force Majeure.

Invest Ottawa shall not be deemed to be in default of any provision of this Agreement for any failure in performance (including but not limited to scheduling or rescheduling) resulting from acts or events beyond its reasonable control, including acts of God, labor disputes, lockouts or other labor trouble, fire, earthquakes, floods, acts of civil or military authority, civil disturbance, strikes, fires or other catastrophes.

37. Headings.

Headings are not to be considered part of this Agreement, are included solely for convenience and are not intended to be full or accurate descriptions of the content of the Sections.

38. Interpretation.

In this Agreement, words importing the singular number include the plural and vice versa, words importing the masculine gender include the feminine and neuter genders; and words importing persons include individuals, sole proprietors, corporations, partnerships, trusts and unincorporated associations.

IN WITNESS WHEREOF, the parties have executed this Agreement as of the Effective Date. INVEST OTTAWA (2013)