This Service Agreement (the “Agreement”) is entered into by and between Canalyst Financial Modeling Corporation, a company registered in British Columbia, Canada, whose registered address is 1700 – 1055 West Hastings Street, Vancouver, British Columbia, V6E 2E9 (“Canalyst”) and the Client as defined in a fully executed Canalyst Service Order form (“Service Order”), as of the Effective Date stated on the Service Order. Together, Canalyst and Client comprise the “Parties” (any one being a “Party”).

This Agreement governs the access and use of the products and services (“Services”), which includes the materials and content therein (such as the Models) (“Materials”), made available to Client by Canalyst via the website http://www.canalyst.com/, or such other website specified to Client by Canalyst from time to time, whether accessed by web application, mobile application, or otherwise (“Sites”).

Any terms referenced herein but not defined in this Agreement may be defined in the Service Order.

1.              SUBSCRIPTION ACCESS

1.1.         Access Rights.  Subject to the terms and conditions of this Agreement, Canalyst grants Client a limited, non-transferable, non-exclusive, fixed-term subscription access for commercial purposes to the Services described in the Service Order (“Subscription”).

1.2.         Ownership of Services.  Canalyst and its licensors retain full title to and ownership of the Services. The rights provided by Canalyst to Client in and to the Services are limited only to such rights that are expressly provided for in this Agreement

2.              GRANT OF LICENCE 

2.1.         Grant.  Subject to the terms and conditions of this Agreement, Canalyst grants a limited, non-transferable, non-exclusive, fixed-term license to download and use the Materials for commercial purposes (“License”). Permitted use of the Materials under this License includes the right to alter, modify, amend, enhance, improve, and manipulate the Materials that are in Client’s authorized possession (“Authorized Improvements”), provided Client does so within the purposes described in the Service Order. Any alterations, modifications, amendments, enhancements, improvements, or manipulations made by the Client to the Materials outside of the purposes described in the Service Order are prohibited and considered “Unauthorized Improvements”.

2.2.         Ownership of Materials.  Canalyst and its licensors retain full title to and ownership of the Materials. The rights provided by Canalyst to Client in and to the Services are limited only to such rights that are expressly provided for in this Agreement.

2.3.         Ownership of Improvements. Client waives all moral rights attached to Unauthorized Improvements and agrees that such Unauthorized Improvements shall be deemed as owned and authored by Canalyst. Client hereby nominates, appoints, and constitutes Canalyst as Client’s true and lawful attorney, with power, coupled with an interest, to do all things and execute all documents required to vest, register, record, and otherwise perfect Canalyst’s interest in any Unauthorized Improvements. Notwithstanding the foregoing, Canalyst may waive its rights herein at its sole discretion.

2.4.         Limitation.  The Materials may be delivered to Client using interactive computer applications (which may include Microsoft Excel, Lotus 1-2-3, open source software, VisiCalc, or some other spreadsheet application) (the “Application”). The License provided in Section 2.1 above excludes any underlying technology or intellectual property associated with the Application that is used to deliver the Materials.

2.5.         Authorized Users.  The Subscription and the License granted herein are restricted to Client and the number of users authorized in the Service Order attached hereto (“Authorized Users”). Canalyst will provide access credentials to Client for each Authorized User (“Access Key”) for the purpose facilitating the Subscription and License rights. Client may assign one Authorized User to each Access Key. Access Keys may not be shared.

2.6.         User Compliance.  Client shall ensure that Authorized Users observe and comply with all obligations and restrictions under this Agreement, and Client hereby assumes full responsibility and liability for, and fully indemnifies Company for the use of the Services (and any Materials therein), and for any breach of this Agreement, by any Authorized User or any employee, contractor, or affiliate of Client.

3.              RESPONSIBLE USE OF THE SERVICES

The Client shall not do any of the following: (a) facilitate access to the Services to any person that is not an Authorized User; (b) transfer or share Access Keys with any person that is not an Authorized User; (c) distribute, transmit or share any part or whole of the Services to any person that is not an Authorized User; (d) decompile, disassemble or undertake any form of reengineering or reverse-engineering process on any part or whole of the Services or provide assistance to any effort of a third party to do so; (e) remove, cover, or otherwise alter any name or other identifying marks on the Services; (f) reproduce any part or whole of the Services; or (g) authorize, approve, assist or encourage any violations of this Agreement.

4.              FEES

4.1.         Fees.  In consideration for the Subscription and License provided herein, the Client shall pay the Company the fees in the amount and according to the terms set forth under a Service Order (“Fees”).

4.2.         Invoice Disputes.  In the event Client disputes any invoiced Fees, Client will provide written notice of the disputed amount within fifteen (15) days after receiving such invoice and timely pay any undisputed portion of such invoice. The parties will cooperate in good faith to resolve any disputed invoice or portion thereof within fifteen (15) days of notice of dispute. Client will promptly reimburse Canalyst for any cost or expense incurred in connection with any collection efforts undertaken by Canalyst in connection with any past due amount owed under this Agreement (“Dispute Fees”).

4.3.         Automatic Renewal.  Unless this Agreement is terminated as provided for herein, the Service Order will automatically renew for successive terms of the same length and under the same terms. Any renewed Service Order will continue to be governed by this Agreement.

5.              REPRESENTATIONS AND WARRANTS

5.1.         Representations and Warranties of Clients.  Client represents and warrants to Canalyst that: (a) this Agreement has been duly authorized, executed and delivered and constitutes a valid and binding agreement enforceable against Client in accordance with its terms; (b) no authorization or approval from any third party is required in connection with Client’s execution, delivery or performance of this Agreement; and (c) the execution, delivery and performance of this Agreement does not violate the terms or conditions of any other agreement to which it is a party or by which it is otherwise bound.

5.2.         Representations and Warranties of Canalyst.  Canalyst hereby represents and warrants to Client that: (a) Canalyst has the right to grant the rights and licences provided for in this Agreement and that it has not assigned, licensed or otherwise conveyed the sole and exclusive rights and licences outlined in Sections 1 or 2 to any other person, such that it would conflict with the terms therein; and (b) Canalyst shall, at its own cost, take all commercially reasonable steps to ensure that the Services’ licensed rights are maintained and preserved during the term of this Agreement.

6.              TERM AND TERMINATION

This Agreement shall remain in effect for so long as there is a Service Order in effect (“Term”), unless otherwise terminated as provided for herein.

6.1.         Termination.  Either Party may terminate this Agreement for any or no reason upon giving thirty (30) days written notice to the other Party to that effect.

6.2.         Termination for Cause.  Canalyst may terminate this Agreement upon written notice to Client of: (a) a breach of this Agreement by Client (which includes any breach of this Agreement by an Authorized User), or (b) an exercise of mitigation rights under Section 10.1.

6.3.         Effect of Termination. The following shall occur upon termination of this Agreement:

a)              The Access Keys will be deactivated and all of the Client’s rights to the Services and Materials therein (whether by Subscription or License) will terminate, except to the extent that such rights are required to effect Client’s obligations under this Section 6.3;

b)              Canalyst reserves the right to request that the Client: (i) promptly return to Canalyst all copies of Confidential Information in its possession, or (ii) irretrievably destroy all copies of Confidential Information in its possession; and in either event, Client will promptly provide Canalyst with a certificate in writing confirming the return or destruction thereof, as applicable.

c)              Unless termination is for cause pursuant to Section 6.2, Canalyst will refund Client on a pro rated basis any Fees pre-paid to Canalyst for the corresponding unused period of the applicable License period, up to a maximum amount equal to six (6) months of pro rated Fees.

Termination for any reason shall not relieve Client of Client’s obligation to pay any invoiced Fees payable, including any interest which may be accrued thereon.

6.4.         SurvivalAny provision of this Agreement which imposes an obligation after termination of this Agreement shall survive the termination of this Agreement including without limitation: Sections 1.2, 2.2, 2.3, 2.6, 3, 4.2, 6.3, 6.4, 7, 8, 9, 10, 12, 13, 14, 15, 16, and 17.

7.              CONFIDENTIALITY

7.1.         Confidential Information.  Client acknowledges that all information relating to the Services (or any part therein) that Client obtains pursuant to this Agreement is of a confidential nature and may contain trade secrets exclusively owned by Canalyst (the “Confidential Information”). Confidential Information includes without limitation all Materials, Authorized Improvements, Unauthorized Improvements, Feedback (as such term is defined in Section 8), and any software, documents, communications, logic, design, structure, algorithms, assumptions, calculations, formulas, processes, technical documentation, ideas, know-how, discoveries, inventions (whether or not patentable), techniques, mask works, industrial designs, and research and development information connected to or related to the Services which Client receives from Canalyst (whether via the Sites or otherwise).

             Notwithstanding the foregoing, “Confidential Information” does not include information that is: (i) already lawfully known by Client prior to receiving such information from Canalyst; (ii) publicly known at the time of the disclosure or becomes publicly known through no wrongful act of Client’s own; (iii) subsequently disclosed on a non-confidential basis by a third party not having a confidential relationship with Canalyst and such third party rightfully acquired such information; (iv) independently developed by Client without reference to the Services or Materials; or (v) communicated to a third party with the express written consent of Canalyst. Client may disclose Confidentiality Information if required by law provided that Client give prompt advance written notice of such requirement to Canalyst.  Reasonable efforts must be made to provide this notice in sufficient time to allow Canalyst to seek an appropriate confidentiality agreement, protective order, or modification of any disclosure, and Client will cooperate in such efforts, at Canalyst’s expense.

7.2.         Non-Disclosure.  Client shall not disclose, during the term of this Agreement or for a period of two (2) years thereafter, any Confidential Information to any person, nor will Client use or exploit, directly or indirectly, the Confidential Information for any purpose other than for the purposes provided under this Agreement.

8.              FEEDBACK

Any communications between Client and Canalyst, such as email or other correspondence, in which Client offers suggestions or comments for improving or modifying the Services or any part thereof (“Feedback”) will be deemed to be non-confidential and non-proprietary, and Client agrees that (a) Canalyst is therefore not subject to any confidentiality obligations with respect to the Feedback, (b) the Feedback is not confidential or proprietary information of any third party and Client has all of the necessary rights to disclose the Feedback to Canalyst, (c) Canalyst may irrevocably freely use, reproduce, publicize and exploit the Feedback, and (d) Client is not entitled to receive any compensation or reimbursement of any kind from Canalyst in relation to such Feedback.

9.              PUBLICITY

Canalyst may not reference Client as a Canalyst Client or as a user of the Services in publicly available sales and marketing materials including press releases without explicit permission by Client to do so. In the event of such reference, any Client logo or trademark usage will be in accordance with Client’s trademark and logo usage guidelines as provided to Canalyst. Canalyst may reference Client as a Canalyst client or as a user of the Services in confidential investor meetings. Upon Canalyst’s reasonable request, Client agrees to provide confidential references to either existing Clients or prospects of Canalyst.

10.          ENFORCEMENT

10.1.      Mitigation.  Canalyst reserves the right to take such steps as it deems necessary to restrain any unauthorized activity by the Client, which steps may include, without limitation, Subscription and License suspension and termination, and legal action.

10.2.      Equitable Relief.  Client agrees that breach of this Agreement may cause Canalyst irreparable injury, for which monetary damages would not provide adequate compensation, and that in addition to any other remedy, Canalyst will be entitled to injunctive relief against such breach or threatened breach, without proving actual damage or posting a bond or other security.

10.3.      Infringement by Third Parties.  Client shall promptly notify Canalyst of any infringement or suspected infringement of the intellectual property rights related to the Services or any parts thereof, shall not make any admissions in respect of them, and shall give Canalyst all such information and assistance, other than financial assistance, as Canalyst may reasonably require to enable such proceedings to be taken and prosecuted against the infringer or suspected infringer as Canalyst may in its discretion deem necessary or desirable.

10.4.      Conduct and Participation.  Canalyst shall have the right of sole conduct of all actions and proceedings relating to the Services and Materials, including infringement claims, interferences, and conflicts, but Canalyst shall be under no obligation to exercise this right.

11.          RELATIONSHIP BETWEEN PARTIES

The Parties to this Agreement acknowledge and agree that each is an independent party and, as such, neither Party may represent itself as an employee, agent, or representative of the other; nor may it incur any obligations on behalf of the other Party, which is not specifically authorized in this Agreement. This Agreement does not create an association, joint venture, or partnership between the Parties, nor does it impose any partnership liability upon either Party.

12.          PRIVACY

Canalyst may collect information from Client (which includes Authorized Users) through its communications with Canalyst and its use of the Services (all such information, “Client Data”). Client Data is stored using industry standard practices. Canalyst shall only use and disclose Client Data for the bona fide purpose of providing the Services. Notwithstanding the foregoing, Canalyst may disclose Client Data as required by applicable law or by proper legal, regulatory or governmental authority. Canalyst shall manage Client Data in accordance with the principals and standards provided under the Personal Information Protection and Electronic Documents Act (Canada). For more information on Canalyst’s privacy policy, or to request changes to or removal of Client Data, please contact Canalyst’s privacy officer at support@canalyst.com.

13.          THIRD PARTY CONTRIBUTOR DATA

Without limiting and notwithstanding any other provision of this Agreement:

a)       Client hereby acknowledges and agrees that certain data contained or used in the Materials (which includes the Models) (“Third Party Data”) may be provided by third party contributors (“Third Party Contributors”). Canalyst does not verify the accuracy and completeness of Third Party Data before using such Third Party Data in the Materials. As a result, Canalyst does not provide any guarantee as to the accuracy and completeness of Materials and disclaims any liability connected to any errors, misrepresentations, inaccuracies, or miscalculations connected thereto.

b)       Client covenants for the benefit of Canalyst and for the benefit of each Third Party Contributor, that Client shall not make any claim, pursue any action or make any demand against any Third Party Contributor in respect of this Agreement or related to the Third Party Data, irrespective of the cause of such claim, action or demand, including but not limited to breach of contract, tort (including negligence), breach of statutory duty or any other legal theory and, for greater certainty, no Third Party Contributor shall be liable for any loss or damage suffered by Client as a result of any act or failure to act (including willful misconduct or negligence) by such Third Party Contributor, including any direct, indirect, special, incidental or consequential loss, damage, injury, cost or expense, loss of profits or revenue, failure to realize expected profits, revenue or savings or other commercial or economic loss, damage or injury, even if advised of the possibility of same.

14.          INDEMNITY

14.1.      Indemnification by Canalyst.  Canalyst will defend Client against any third party claim that the Services infringe a registered patent, registered trademark, or copyright of a third party, or misappropriates a trade secret (“Claim Against Client”), and will indemnify Client for the resulting costs and damages finally awarded against Client to such third party by a court of competent jurisdiction or agreed to in settlement. To the extent permitted by law, Canalyst will have no liability to Client under this Section 14.1 for any Claim Against Client that arises out of any unauthorized use of the Services by Client. In the event of a Claim Against Client pursuant to this Section 14.1, Canalyst may (at Canalyst’s option and expense): (i) obtain for Client the right to continue using the Services; (ii) modify the Services to make it non-infringing; or (iii) if subsections (i) and (ii) are not commercially viable (as determined by Canalyst in its sole discretion), terminate this Agreement and refund Client in accordance with Section 6.3(c).

14.2.      Indemnification by Client.  Client hereby agrees to indemnify, defend, and hold harmless Canalyst from and against any and all losses, costs, expenses, claims, or damages arising out of any claim, suit, action, or judgment brought against Canalyst by a third party as a result of Client’s (or Authorized User’s) use of the Services, any acts taken by Client (or Authorized User) beyond the authority granted under this Agreement, or as a result of any breach by Client (or Authorized User) of any covenant, warranty or representation made under this Agreement.

14.3.      Indemnification Process.  As a condition of receiving an indemnification under this Agreement, the Party seeking indemnification hereunder (the “Indemnified Party”) will provide the other Party (the “Indemnifying Party”) with (a) prompt written notice of the claim; (b) complete control over the defense and settlement of the claim (provided, that the Indemnifying Party will not settle any claim without the Indemnified Party’s prior written permission if the settlement fails to unconditionally release the Indemnified Party from all liability pertaining to such claim, such permission not to be unreasonably withheld, delayed or conditioned); and (c) such assistance in connection with the defense and settlement of the claim, at the Indemnifying Party’s expense, as the Indemnifying Party may reasonably request.

14.4.      Exclusive Remedy.  This Section 14 states the Indemnified Party’s sole and exclusive remedy against, and the Indemnifying Party’s sole liability to, the other Party for any type of claim under this Section 14. Notwithstanding the foregoing, each Party will have the right to terminate this Agreement pursuant to Section 6, to the extent the event giving rise to indemnification constitutes a material breach of this Agreement.

15.          DISCLAIMERS

EXCEPT FOR THE EXPRESS WARRANTIES SPECIFIED IN SECTION 5.2, CANALYST MAKES NO WARRANTIES, EITHER EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR USE, ACCURACY OF MATERIALS, OR THE NON-EXISTENCE OF ERRORS.  THE SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS ONLY. CANALYST RESERVES THE RIGHT, IN ITS SOLE DISCRETION, WITHOUT ANY PENALTY OR OBLIGATION AND WITHOUT ANY NOTICE REQUIREMENT, TO DISCONTINUE, CHANGE, IMPROVE, OR CORRECT THE INFORMATION, ALGORITHMS, FORMULAS, CALCULATIONS, DESIGNS, AND DESCRIPTIONS PROVIDED IN THE MATERIALS, AND TO SUSPEND OR DENY ACCESS TO CLIENT FOR SCHEDULED OR UNSCHEDULED MAINTENANCE, UPGRADES, IMPROVEMENTS OR CORRECTIONS. SERVICES ARE PUBLISHED AS OF ITS DATE ONLY, AND CANALYST HAS NO RESPONSIBILITY TO UPDATE OR AMEND ANY SUCH INFORMATION (WHETHER OR NOT MATERIAL EVENTS OCCUR RELATING TO MARKET CHANGES, FINANCIAL UPDATES, NEWS EVENTS, OR ANY OTHER EVENT WHICH MAY IMPACT THE MATERIALS AND THE INFORMATION FOUND THEREIN).

CANALYST DOES NOT PROVIDE FINANCIAL OR INVESTMENT ADVICE, AND THE MATERIALS SHOULD NOT BE RELIED UPON AS SUCH. CANALYST IS NOT A LICENSED FINANCIAL OR INVESTMENT ADVISOR. ALL SERVICES SHOULD BE USED WITH THE SUPERVISION OF A LICENSED FINANCIAL OR INVESTMENT PROFESSIONAL THAT IS ABLE TO UNDERSTAND THE RISKS INVOLVED IN USING THE SERVICES TO MAKE INVESTMENT DECISIONS.

THE MATERIALS MAY CONTAIN THIRD PARTY WEBSITE LINKS (THE “LINKS”). CANALYST PROVIDES THE LINKS FOR CONVENIENCE ONLY AND MAKES NO REPRESENTATIONS WHATSOEVER ABOUT ANY SITE WHOSE SERVICES MAY BE ACCESSED THROUGH CANALYST OR WHOSE SERVICES MAY BE DESCRIBED OR OFFERED THROUGH THE SERVICES. THE USE OF LINKS DOES NOT MEAN THAT CANALYST ENDORSES OR ACCEPTS ANY RESPONSIBILITY FOR THE CONTENT, OR USE, OF SUCH THIRD PARTY WEBSITE.

CLIENT EXPRESSLY ACKNOWLEDGES THAT CANALYST IS PROVIDING THE SERVICES PURSUANT TO THIS AGREEMENT IN RELIANCE UPON THE LIMITATIONS AND EXCLUSIONS OF LIABILITY AND THE DISCLAIMERS SET FORTH HEREIN AND THAT THE SAME FORM AN ESSENTIAL BASIS OF THIS AGREEMENT. CLIENT EXPRESSLY AGREES THAT THE LIMITATIONS AND EXCLUSIONS OF LIABILITY AND THE DISCLAIMERS SET FORTH HEREIN SHALL SURVIVE, AND CONTINUE TO APPLY IN THE CASE OF A FUNDAMENTAL BREACH OR BREACHES OF, THE FAILURE OF ESSENTIAL PURPOSE OF CONTRACT, THE FAILURE OF ANY EXCLUSIVE REMEDY OR THE TERMINATION OR SUSPENSION BY CANALYST OF CLIENT’S USE OF, OR ACCESS TO, THE SERVICES.

16.          LIABILITY LIMITATION

THE MAXIMUM AGGREGATE LIABILITY OF CANALYST UNDER THIS AGREEMENT HOWSOEVER ARISING, SHALL BE LIMITED TO THE FEES PROVIDED IN THE SERVICE ORDER (EXCLUDING ANY RENEWALS OR APPLICABLE TAXES). NO ACTION OR PROCEEDING RELATING TO THIS AGREEMENT MAY BE COMMENCED BY CLIENT MORE THAN ONE (1) YEAR AFTER THE CAUSE OF ACTION ARISES.

IN NO EVENT SHALL CANALYST BE LIABLE TO CLIENT OR TO ANY THIRD PARTY (WHICH INCLUDES AUTHORIZED USERS) FOR: (1) ANY AMOUNTS REPRESENTING LOSS OF PROFITS OR REVENUES HOWSOEVER ARISING; (2) SPECIAL, INDIRECT, PUNITIVE, INCIDENTAL, OR CONSEQUENTIAL DAMAGES EVEN IF ADVISED OF THE POSSIBILITY OF SAME; (3) DAMAGES OR EXPENSES ARISING FROM CHANGES IN OPERATING CHARACTERISTICS OF THE SERVICES WHICH ARE MADE DURING THE TERM OF THIS AGREEMENT; (4) DAMAGES ARISING FROM THE USE OF THE SERVICES WITH OTHER SOFTWARE; (5) ANY LOSS OR DAMAGES ARISING FROM OR OCCASIONED BY ANYTHING DISCLAIMED IN THIS AGREEMENT. FURTHER TO SECTION 14, CLIENT SHALL INDEMNIFY, DEFEND, AND HOLD HARMLESS CANALYST IN RESPECT OF ALL CLAIMS OR DAMAGES EXCLUDED HEREUNDER.

17.          GENERAL

17.1.      Governing LawThis Agreement shall be governed by and construed in accordance with the laws of the Province of British Columbia and the laws of Canada applicable therein.  Client hereby exclusively attorns to the jurisdiction of the courts of British Columbia and agree not to oppose any action brought in British Columbia on the basis that the courts of British Columbia are not an appropriate or convenient forum for same.

17.2.      Further Assurances.  The Parties to this Agreement shall make good faith efforts to execute, acknowledge, and deliver all such further assurances and documents and do all such other acts as may be necessary or appropriate in order to carry out the intent and purposes of this Agreement.

17.3.      Entire Agreement.  This Agreement, which includes the Service Order (as may be renewed from time to time), constitutes the entire agreement between the Parties relating to the subject matter hereof and supersedes all previous writings and understandings (including any early access license agreement Client may have previously entered with Canalyst). In the event of a conflict between terms of this Agreement and the Service Order, the terms of this Agreement shall prevail to the extent of such conflict, except as applied to payment terms, where Service Order shall prevail to the extent of such conflict.

17.4.      Client Affiliates.  The Client’s affiliates are not a party to this Agreement and therefore do not receive any rights contained herein.

17.5.      Severability.  If any provision of this Agreement is or becomes fully or partially invalid or unenforceable for any reason whatsoever or should be adjudged to violate any applicable law, this Agreement is to be considered divisible as to such provision and such provision, to the extent that it is invalid or unenforceable, is to be deemed deleted from this Agreement, and the remainder of this Agreement shall be valid and binding as if such provision were not included herein.

17.6.      Non-Waiver.  No waiver of any violation or non-performance of this Agreement shall be deemed to be a waiver of any subsequent violation or non-performance.

17.7.      Language.  Whenever a word is used in the singular in this Agreement, it shall also mean the plural, and vice versa, unless otherwise noted. The headings in this Agreement are inserted for convenience of reference only and shall not affect the construction thereof.

17.8.      Notice.  All notices, reports, or other communication that the Parties give each other in connection with this Agreement shall be in writing, and shall be delivered by hand, e-mail, or registered mail to the recipient at the Party’s address or e-mail as set forth in the Service Order. Proof of delivery in a prescribed manner will constitute proof of receipt.

17.9.      Construction. Interpretation of this Agreement shall not be construed against either Party.

17.10.  Assignment.  Canalyst may assign its rights, obligations and duties under this Agreement without notice to Client. Client may assign its rights, obligations and duties under this Agreement only with prior written approval from Canalyst, which approval may be unreasonably withheld.

17.11.  Enurement.  This Agreement shall enure to the benefit of each Parties’ permitted assigns.

17.12.  Amendmenents.  This Agreement may be amended or modified from time to time by a written document signed by Canalyst and Client, or such Party’s permitted assigns.

17.13.  Force Majeure. To the extent caused by force majeure, no delay, failure, or default will constitute a breach of this Agreement.

17.14.  Dispute Resolution.  Unless stated otherwise herein, all disputes arising out of or in connection with this Agreement, or in respect of any defined legal relationship associated therewith or derived therefrom shall be referred to and finally resolved by arbitration under the International Commercial Arbitration Rules of Procedure of the British Columbia International Commercial Arbitration Centre. The appointing authority shall be the British Columbia International Commercial Arbitration Centre. The place of arbitration shall be Vancouver, British Columbia. All of the costs and expenses of the arbitration shall be borne equally by the Parties to the dispute.  Any award rendered by the arbitrator shall be final and binding on the Parties. Nothing in this Agreement shall prevent Canalyst from applying to an appropriate court in any part of the province, state, territory, or elsewhere for any injunction or other like remedy provided for under Section 10.2.

17.15.  Counterparts. The execution of this Agreement, which is evidenced by the Parties’ signing of the Service Order, may be done electronically and in one or more counterparts, each of which shall be deemed an original, but all of which taken together constitute one and the same instrument.