Canada

The following Osler Dash Terms of Service ("Terms of Service") govern Customer's access to and use of the Osler Dash Services. These Terms of Service, together with any Order Forms referencing these Terms of Service (together, the "Agreement"), form a binding legal agreement between Osler, Hoskin & Harcourt LLP ("Osler") and Customer visiting, browsing, accessing, downloading, installing or otherwise using (the terms "use" and "using" will refer to any of the foregoing) the Osler Dash Services. This Agreement is entered into on the Effective Date as set out in the Order Form. The term "Customer" refers to the organization agreeing to these Terms of Service. The "Parties" refer to Osler and Customer and "Party" refers to each of Osler and Customer.

By using the Osler Dash Services (including the Osler Dash Platform), Customer acknowledges that Customer has read, accepts and agrees to be bound by and comply with the terms and conditions set out in this Agreement, as amended from time to time in accordance with section 11(l). If Customer does not accept and agree to be bound by this Agreement, Customer will immediately cease any further use of the Osler Dash Services.

By its use of the Osler Dash Services, Customer represents and warrants to Osler that it has the capacity to enter into this legally binding Agreement. If Customer is using the Osler Dash Services on behalf of another person, Customer hereby represents and warrants to Osler that Customer has the authority to bind such person to this Agreement.

The Osler Dash Services may not be accessed for purposes of monitoring their availability, performance or functionality, or for any other benchmarking or competitive purposes.

1. Definitions

Capitalized terms used in this Agreement have the meaning ascribed to them in the preamble or in this Section 1 as follows:

"Affiliate" means, with respect to a party, any corporation or other legal entity which is directly or indirectly controlling or controlled by, or under common control with that party, and when used in relation to Osler, shall be deemed to include Carthos Services LP. As used in this definition, "control" means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a corporation or legal entity.
"Aggregated Data" has the meaning ascribed to it in Section 3(a).
"Coded Documents" means the template versions of Customer's franchise disclosure document, statement of material change, if applicable, franchise agreement and related agreements that contain executable code applied by Osler and that are used by Osler to provide the Osler Dash Services but which coded documents are not delivered to Customer.
"Confidential Information" has the meaning ascribed to it in Section 7(a).
"Customer Information" means any franchise disclosure document, statement of material change, if applicable, franchise agreement and such other related agreements, documents, information or instructions that Customer (or any Permitted User) loads, provides through, transmits or enters as part of the use or operation of the Osler Dash Services, including Personal Information.
"Customized Documents" means any deal-specific franchise disclosure document, statement of material change, if applicable, franchise agreement and any other such related documents generated from Coded Documents on the Osler Dash Platform.
"Discloser" has the meaning ascribed to it in Section 7(a).
"Effective Date" has the meaning in the applicable Order Form.
"Excused Party" has the meaning ascribed to it in Section 11(e).
"Fees" has the meaning ascribed to it in section 6(a).
"Force Majeure Event" has the meaning ascribed to it in Section 11(e).
"Go Live Date" has the meaning in the applicable Order Form.
"Intellectual Property Rights" means any and all registered and unregistered rights granted, applied for or otherwise now or hereafter in existence under or related to any patent, copyright, trademark, trade secret, database protection or other Intellectual Property Rights laws, and all similar or equivalent rights or forms of protection, in any part of the world.
"Licensed Third Party Technology" means third party technology that is licensed under separate license terms and not under this Agreement.
"Loss" or "Losses" means any and all losses, damages, claims, actions, judgments, settlements, interest, awards, penalties, fines, costs, or expenses of whatever kind, including reasonable legal fees and the costs of enforcing any right to indemnification hereunder and the cost of pursuing any insurance providers.
"Modifications" means modifications, improvements, customizations, patches, bug fixes, updates, enhancements, aggregations, compilations, derivative works, translations and adaptations, and "Modify" has a corresponding meaning.
"Order Form" means any order form that references this Agreement and that is agreed to by the Parties.
"Osler Dash Platform" means Osler's franchise disclosure and contract management product made available under the name "Osler Dash" or such other name as stated in the applicable engagement letter, which includes any websites used by Osler to provide the Osler Dash Services to the Customer.
"Osler Dash Services" means the franchise disclosure and contract management services that are described in any Order Form and the services through which Osler hosts and makes available the Osler Dash Platform for such services. The term "Osler Dash Services" includes access to and use of the Osler Dash Platform, but does not include any legal, professional or other services provided by Osler, which services will be governed by Osler's client service terms.
"Osler Subcontractor" has the meaning ascribed to it in Section 2(d).
"Osler Dash Terms of Use" means the terms of use for Permitted Users' access and use of the Osler Dash Services.
"Permitted User" means each employee of Customer and independent contractor under staff augmentation arrangement with Customer, authorized by Customer on Customer's behalf to access and use the Osler Dash Services.
"Personal Information" means information about an identifiable individual.
"Recipient" has the meaning ascribed to it in Section 7(a).
"Term" has the meaning ascribed to in in Section 10(a).
"Website" means this website, located at www.osler.com/en/expertise/offerings/osler-dash/osler-dash-terms-of-service.

2. Osler Dash Services

Provisioning of the Osler Dash Services. Subject to Customer and its Permitted Users' compliance with the terms and conditions of this Agreement, during the Term, as of the Go Live Date, Osler will make the Osler Dash Services available to Customer. Customer is responsible for identifying and authenticating all Permitted Users. Customer shall ensure that all Permitted Users comply with this Agreement and the Osler Dash Terms of Use. Customer shall ensure that none of the Permitted Users bring or maintain any Action against Osler, its partners, employees, officers, directors, Affiliates, agents, contractors, successors, and assigns and those of its Affiliates in respect of any matter related to or in connection with the subject matter of this Agreement and the Osler Dash Terms of Use.
Restrictions on Use. Customer will not itself, nor will it permit others to:
1. sub-license, sell, rent, lend, lease or distribute any Osler Dash Services, or any Intellectual Property Rights therein, or otherwise make any Osler Dash Services available to others;
2. use the Osler Dash Services to permit timesharing, service bureau use or commercially exploit the Osler Dash Services;
3. use or access any of the Osler Dash Services (A) in violation of any applicable law or Intellectual Property Right, (B) in a manner that threatens the security or functionality of the Osler Dash Services, or (C) for any purpose or in any manner not expressly permitted by this Agreement;
4. use the Osler Dash Services to create, collect, transmit, store, use or process any Customer Information other than in accordance with this Agreement;
5. upload to the Osler Dash Platform or otherwise use the Osler Dash Services in connection with any documents, information or data without the use of industry standard tools that prevent computer viruses, worms, malicious code, or any software intended to damage or alter a computer system or data;
6. upload to the Osler Dash Platform or otherwise use the Osler Dash Services in connection with any documents, information or data that Customer does not have the lawful right to create, collect, transmit, store, use or process;
7. upload to the Osler Dash Platform or otherwise use the Osler Dash Services in connection with any documents, information or data that violates any applicable laws;
8. upload to the Osler Dash Platform or otherwise use the Osler Dash Services in connection with any documents, information or data that infringes, violates or otherwise misappropriates the intellectual property or other rights of any third party (including any moral right, privacy right or right of publicity);
9. use the Osler Dash Services in connection with any software intended to damage or alter a computer system or data;
10. Modify the Osler Dash Platform or any of the Osler Dash Services;
11. reverse engineer, de-compile or disassemble the Osler Dash Platform or any of the Osler Dash Services;
12. remove or obscure any proprietary notices or labels on the Osler Dash Platform or any of the Osler Dash Services, including brand, copyright, trademark and patent or patent pending notices;
13. access or use the Osler Dash Platform or the Osler Dash Services for the purpose of building a similar or competitive product or service;
14. perform any vulnerability, penetration or similar testing of the Osler Dash Platform or any of the Osler Dash Services; or
15. use or access the Osler Dash Services in a manner that is contrary to any additional restrictions set out in an Order Form or for any purpose or in any manner not expressly permitted in this Agreement.
Suspension of Access; Scheduled Downtime; Modifications. Osler may from time to time in its discretion, without limiting any of its other rights or remedies at law or in equity, under this Agreement:
1. suspend Customer's access to or use of the Osler Dash Platform, any of the Osler Dash Services, or any component thereof: (A) as a consequence of the misuse of the Osler Dash Platform or any of the Osler Dash Services by Customer or any Permitted User; (B) if Customer or any Permitted User fails to meet any minimum hardware or software requirements for using the Osler Dash Services; (C) if any unauthorized change by Customer affects the configuration of the Osler Dash Platform or any of the Osler Dash Services; (D) if any data corruption occurs as a result in whole or in part of one or more errors by a Permitted User; (E) to address any emergency security concerns; (F) if required to do so by a regulatory body, by way of Court order or as a result of a change in applicable law; (G) due to a Force Majeure Event; or (H) otherwise as permitted in this Agreement; and
2. Modify the Osler Dash Platform or any of the Osler Dash Services.
Subcontracting. Osler may delegate or subcontract all or any part of the Osler Dash Platform or any of the Osler Dash Services to any third party (each, an "Osler Subcontractor"). The delegating or subcontracting of all or any part of Osler's obligations under this Agreement to any third party will not relieve Osler from any obligation or liability under this Agreement.
Service Levels. After the Go Live Date, Osler will use commercially reasonable efforts to make the Osler Dash Services available with 99.0% availability for each calendar month, excluding downtime or suspension of the Osler Dash Platform or Osler Dash Services: (i) for scheduled maintenance; (ii) due to a Force Majeure Event; (iii) resulting from outages of third party connections or utilities or other reasons beyond Osler's control; (iv) any downtime due to suspension of Osler Dash Services due to Customer's non payment of Fees; (v) due to Customer's breach of this Agreement or any Order Form ; (vi) caused by Internet access or related problems beyond the control of Osler; (vii) due to emergency maintenance; or (viii) Osler's blocking of data communications or other Osler Dash Services in accordance with its policies. Downtime will begin to be calculated as soon as Customer notifies Osler that the downtime is taking place, and will continue until the availability of the Osler Dash Services are restored.
Third Party Products. The Osler Dash Services may contain or require the use of Licensed Third Party Technology or other third party products that are owned by third parties (collectively "Third Party Products"). Osler does not warrant or support Third-Party Products or other third party products, offerings or services, whether or not they are designated by Osler as "certified" or otherwise. Osler cannot guarantee the continued availability of such Third-Party Products features, and may cease providing them without entitling Customer to any refund, credit, or other compensation, if for example and without limitation, the provider of a Third-Party Products ceases to make the Third-Party Products available for interoperation or otherwise in connection with the corresponding service features in a manner acceptable to Osler.
Customer Integrations and Implementation Activities. Customer acknowledges that Osler's ability to provide the Osler Dash Services is dependant on certain hardware, software, and systems provided by Customer, as well as any integrations or configurations to be provided pursuant to the Osler Dash Services. For the avoidance of doubt, Customer will be required to continue to pay Fees if Osler is unable to provide the Osler Services due to any of the foregoing.

3. Ownership; Reservation of Rights

Customer retains all ownership and Intellectual Property Rights in and to Customer Information. Customer hereby grants to Osler a nonexclusive, worldwide, royalty-free, irrevocable, sublicensable and fully paid-up right to access, collect, use, process, store, disclose, transfer and transmit Customer Information to: (i) provide the Osler Dash Services; (ii) improve and enhance the Osler Dash Services and Osler's other offerings; and (iii) produce data, information or other materials that are not identified as relating to a particular individual or company (such data, information and materials, the "Aggregated Data"). Osler may use, process, store, disclose and transmit the Aggregated Data for any purpose and without restriction or obligation to Customer of any kind.
Osler or its licensors retain all ownership and Intellectual Property Rights in and to: (i) the Osler Dash Platform and the Osler Dash Services; (ii) the Coded Documents; (iii) anything developed or delivered by or on behalf of Osler under this Agreement including Aggregated Data; (iv) all other Osler's Confidential Information; and (v) any Modifications to the foregoing ("Osler Property").
Customer grants to Osler and its Affiliates a worldwide, perpetual, irrevocable, royalty-free license to use and incorporate into the Osler Dash Services, any suggestion, enhancement request, recommendation, correction or other feedback provided by Customer or Permitted Users relating to the operation of Osler Dash Services or any of Osler's Affiliates' services ("Feedback"). Nothing in this Agreement will restrict Osler's right to use, profit from, disclose, publish or otherwise exploit any Feedback, without compensation to the Customer or Permitted Users and without any obligation to the Customer or any Permitted User. Osler is not obligated to use any Feedback.
All rights not expressly granted by Osler to Customer under this Agreement are reserved by Osler.

4. Privacy

Osler's collection, use, storage, processing, disclosure and deletion of Personal Information will be treated in accordance with Osler's privacy policy located at https://www.osler.com/en/privacy, or such other place as may be updated by Osler from time to time. Osler shall treat all such Personal Information in accordance with privacy and data protection laws applicable to Osler.
Customer shall have sole responsibility for the accuracy, quality, and legality of Customer Information processed under this Agreement, and the means by which Customer acquired such Customer Information.

5. Customer User Account

At Customer's request, Osler will issue up to the number of customer accounts set out in the Order Form (each, a "Customer User Account") to Customer, each for use by one Permitted User. Customer will advise in the Order Form of an email address for each Permitted User, as well as any instructions with respect to restricting access or usage of the Osler Dash Services to any particular folders, documents or functionality. Customer will ensure that each Permitted User only uses the Osler Dash Services through such Permitted User's Customer User Account.

Osler will invite each Permitted User to activate an Osler Dash Services account. Customer may modify Permitted Users and associated access and usage rights at any time by contacting the Osler Dash Product Manager identified in the Order Form.

Customer will not allow any Permitted User to share such Permitted User's Customer User Account with any other person. Customer will promptly notify Osler of any actual or suspected unauthorized use of the Osler Dash Platform or any of the Osler Dash Services. Osler reserves the right to suspend, deactivate, or replace any Customer User Account if it determines that a Customer User Account may have been used for an unauthorized purpose, and will notify Customer of such suspension, deactivation or replacement as soon as reasonably possible.

6. Fees and Payment

Fees. Customer will pay to Osler the fees described in any Order Form (the "Fees"). If Customer requests that Osler provide it with services in addition to the Osler Dash Services, Customer will be billed for such services based on Osler's standard rates. Fees are non cancellable and non-refundable (unless otherwise provided in this Agreement).
Transaction Volume Threshold. If the Customer's use of the Osler Dash Services exceeds the transaction volume threshold or service capacity set forth on an Order Form or Osler otherwise requires the payment of additional Fees (per the terms of this Agreement), Customer shall be billed for such usage Fees and Customer agrees to pay the additional Fees in the manner provided herein or in the applicable Order Form.
Invoicing. Osler will prepare and send to the Customer, at the then-current contact information on file with Osler, an invoice for any Fees that have become due and payable. Unless otherwise expressly stipulated in an invoice, Customer will pay all invoiced amounts within the payment period set out in the applicable Order Form.
Changes to the Fees. Subject to Section 6 (a) above, Osler reserves the right to change the Fees, pursuant to the Order Form, on each anniversary of the Term upon providing not less than 60 days prior notice to Customer.
Disputed Invoices or Charges. If Customer believes that Osler has invoiced Customer incorrectly, Customer must contact Osler no later than 45 days after having received the invoice in which the error or problem appeared to request an adjustment or credit. In the event of a dispute, Customer will pay any undisputed amounts, and the Parties will attempt in good faith to resolve the dispute.
Late Payment. Customer may not withhold or set off any amounts payable under this Agreement. Osler reserves the right to suspend Customer's access to the Osler Dash Platform and the Osler Dash Services until all due and undisputed amounts are paid in full.
Taxes. The Fees do not include applicable sales, use, gross receipts, value-added, GST or HST, personal property or other taxes. Customer will be responsible for and pay all applicable taxes, duties, tariffs, assessments, export and import fees or similar charges (including any applicable interest and penalties) payable in connection with the transactions contemplated by this Agreement, other than taxes based on the net income or profits of Osler.
Suspension. Any suspension of the Services by Osler pursuant to the terms of this Agreement will not excuse Customer from its obligation to make payments under this Agreement.

7. Confidentiality

Definitions. For the purposes of this Agreement, a Party receiving Confidential Information (as defined below) will be the "Recipient", the Party disclosing such information will be the "Discloser", and "Confidential Information" of Discloser means any and all information of Discloser or any of its service providers, licensors or customers that has or will come into the possession or knowledge of Recipient in connection with or as a result of entering into this Agreement, including information concerning Discloser's past, present or future customers, suppliers, technology or business, where Discloser is Customer, Customer's Confidential Information includes Customer Information and where Discloser is Osler, any Osler Property; provided that Discloser's Confidential Information does not include: (i) information already known or independently developed by Recipient without access to Discloser's Confidential Information; (ii) information that is publicly available through no wrongful act of Recipient; or (iii) information received by Recipient from a third party who was free to disclose it without confidentiality obligations.
Confidentiality Covenants. The Recipient hereby agrees that during the Term and at all times thereafter it will not, except to exercise its license rights or perform its obligations under this Agreement:
1. disclose Confidential Information of the Discloser to any person, except to:
  1. in the case of Customer to Permitted Users having a "need to know" and that have entered into written agreements no less protective of such Confidential Information than this Agreement, and to such other recipients as the Discloser may approve in writings; or
  2. in the case of Osler to Osler's employees, consultants, agents or Affiliates, having a "need to know" and that have entered into written agreements no less protective of such Confidential Information than this Agreement and to such other recipients as the Discloser may approve in writing.
2. use Confidential Information of the Discloser; or
3. alter or remove from any Confidential Information of the Discloser any proprietary legend.
Each party will take reasonable precautions to safeguard the other party's Confidential Information. Those precautions will be at least as stringent as the precautions that the Recipient takes to protect its own Confidential Information of a similar type

Exceptions to Confidentiality. Notwithstanding Section 7(b), each Recipient may disclose Discloser's Confidential Information: (i) to the extent that such disclosure is required by applicable law or by the order of a court or similar judicial or administrative body, provided that, except to the extent prohibited by law, the Recipient promptly notifies the Discloser in writing of such required disclosure and cooperates with the Discloser to seek an appropriate protective order; (ii) to its legal counsel and other professional advisors if and to the extent such persons need to know such Confidential Information in order to provide applicable professional advisory services in connection with the party's business; or (iii) in the case of Osler, to its employees, agents and independent contractors, including Osler Subcontractors, if and to the extent that such persons need to know such Confidential Information to exercise their rights or perform their respective obligations under this Agreement, as applicable.
Return of Confidential Information. Upon the termination or expiration of this Agreement and all Order Forms under this Agreement, each Party will promptly return to the other Party or destroy all Confidential Information (excluding Customer Information which is addressed in Section 10 (d)) of the other Party in its possession or control within a reasonable amount of time, in accordance with the Recipient's data destruction practices. Notwithstanding the foregoing, Osler may retain any electronically archived Customer's Confidential Information, provided that such retained information remains subject to the confidentiality obligations in this Agreement.

8. Warranty; Disclaimer; Indemnity

Customer Representation, Warranties and Covenants.
1. Customer represents and warrants to, and covenants with, Osler that its use of Osler Dash Services will at all times comply with all applicable laws applicable to Customer and Permitted Users and will not cause Osler to be non-compliant with any applicable laws.
2. Customer represents and warrants to and covenants with Osler that the Customer Information will only contain Personal Information in respect of which Customer has provided all notices and disclosures (including to each Permitted User), obtained all applicable third party consents and permissions and otherwise has all authority, in each case as required by and in compliance with applicable laws, including applicable privacy laws, to enable Osler to provide the Osler Dash Services, including without limitation with respect to the collection, storage, access, use, disclosure, processing and transmission of Personal Information, including by or to Osler and to or from all applicable third parties..
General disclaimer. To the extent permitted by applicable law and in no way relieving Osler from any responsibility to which it would otherwise be subject pursuant to the Solicitors Act, R.S.O. 1990 c. S.15:
1. Osler Dash Services is provided "as is" and "as available" without warranty of any kind. While Osler endeavours to provide information that is correct, accurate and timely, Osler disclaims all warranties, representations and conditions of any kind with respect to the Services whether express, implied or collateral or whether arising by statute, course of dealing, custom or usage of trade, including, without limitation: (i) that Osler Dash Services will be accurate, complete, current, reliable, or timely, (ii) that Osler Dash Services will be available or operation of the Osler Dash Services will be uninterrupted or error-free, (iii) that defects or errors in Osler Dash Services (be they human or computer error(s)) will be corrected, (iv) that Osler Dash Services will be free from viruses or harmful components, (v) that communications to or from Osler Dash Services will be secure and/or not intercepted, and (vi) any and all warranties, obligations, and conditions arising otherwise. Customer expressly agrees that Customer's use of, or inability to use Osler Dash Services is entirely at Customer's own risk. Customer assumes all liability, financial or otherwise, associated with the use or other disposition of Osler Dash Services.
2. To the fullest extent permitted by applicable laws, Osler hereby disclaims all express, implied, collateral or statutory warranties, representations and conditions, whether written or oral, including any implied warranties or conditions of merchantability, merchantable quality, compatibility, title, non-infringement, security, reliability, completeness, quiet enjoyment, accuracy, quality, integration or fitness for a particular purpose or use, or any warranties or conditions arising out of course of dealing or usage of trade. Without limiting the generality of any of the foregoing, Osler expressly disclaims any representation, condition or warranty that any data or information provided to Customer in connection with Customer's use of the services (or any part thereof), is accurate, or can or should be relied upon by Customer for any purpose whatsoever.
Customer Indemnity. Customer will indemnify and defend Osler, its partners, employees, officers, directors, Affiliates, agents, contractors, successors, and assigns (each, an "Osler Indemnitee") from and against any and all Losses incurred by an Osler Indemnitee arising out of or relating to any claim, action, demand, inquiry, audit, proceeding, or investigation of any nature, civil, criminal, administrative, regulatory, or other, whether at law, in equity or otherwise (collectively, an "Action") by a third party directly or indirectly arising from or in connection with: (i) Customer Information; (ii) Customer's breach of any of Customer's obligations, representations, warranties or covenants under this Agreement; (iii) unauthorized use of the Osler Dash Services by the Customer or any Permitted User; (iv) use of the Osler Dash Services (or any part thereof) by Customer or any Permitted User in combination with any third party software, application or service; or (v) Customer's breach of any applicable laws, including franchise laws. Customer will fully cooperate with Osler in the defense of any claim defended by Customer pursuant to its indemnification obligations under this Agreement and will not settle any such claim without the prior written consent of Osler.
Osler Indemnity. Osler will indemnify and defend Customer, its employees, officers, directors, agents successors, and assigns (each, a "Customer Indemnitee") from and against any and all Losses incurred by a Customer Indemnitee arising out of or relating to any Action by a third party (other than an Affiliate of a Customer Indemnitee) that arise from or relate to any allegation that the Osler Dash Services (excluding Third Party Products) infringe any third-party Intellectual Property Right in Canada. Intellectual Property Right. The obligations of Osler in this subsection (d) will not apply to any Action or Losses arising out of or relating to any: (i) unauthorized use by Customer (or any Permitted User) of the Osler Dash Services in a manner not permitted by this Agreement, if such claim would not have arisen but for such unauthorized use by Customer (or its Permitted Users); (ii) based on the Modification of any Osler Dash Services by or on behalf of Customer in a manner not permitted by this Agreement, if such claim would not have arisen but for such Modification; (iii) Third Party Products; or (iv) any Customer's indemnity in Section 8 (c). The foregoing is Osler's sole and exclusive liability, and customer's sole and exclusive remedy for any infringement or misappropriation of any third-party Intellectual Property Rights.
If the Osler Dash Services are, or in Osler's opinion are likely to be, claimed to infringe, misappropriate, or otherwise violate any third-party Intellectual Property Right, or if the Customer's use of any Osler Dash Services is enjoined or threatened to be enjoined, Osler may, at its option and sole cost and expense:
1. obtain the right for the Customer to continue to use the affected Osler Dash Services materially as contemplated by this Agreement;
2. Modify or replace Osler Dash Services, in whole or in part, to seek to make the Osler Dash Services (as so modified or replaced) non-infringing while providing materially equivalent features and functionality, in which case such modifications or replacements will constitute Osler Dash Services under this Agreement; or
3. if Osler determines that neither of the foregoing two options are reasonably available, then this Agreement may be terminated by Osler and Osler's sole liability, in addition to the indemnification obligations herein, will be to refund prepaid unused Fees attributable to any Osler Dash Services that were to be provided after the effective date of termination.
The foregoing is in lieu of any representation, covenants or warranties of noninfringement, which are disclaimed.
Indemnification Procedure. Each Party will promptly notify the other Party in writing of any Action for which such Party believes it is entitled to be indemnified pursuant to this Section 8. The Party seeking indemnification (the "Indemnitee") will cooperate with the other Party (the "Indemnitor") at the Indemnitor's sole cost and expense. The Indemnitor will promptly take control of the defense and investigation of such Action (although the Indemnitor shall not settle any claim without the Indemnitee's prior written consent) and will employ counsel of its choice to handle and defend the same, at the Indemnitor's sole cost and expense. The Indemnitee's failure to perform any obligations under this Section 8(g) will not relieve the Indemnitor of its indemnity obligations under this Section 8 except to the extent that the Indemnitor can demonstrate that it has been materially prejudiced as a result of such failure. The Indemnitee may participate in and observe the proceedings at its own cost and expense with counsel of its own choosing.

9. Limitation of Liabilities

The Parties acknowledge that the following provisions have been negotiated by them and reflect a fair allocation of risk and form an essential basis of the bargain and will survive and continue in full force and effect despite any failure of consideration or of an exclusive remedy:

Amount. Except for Osler's liability and obligations under Section 8(d), in no event will the total aggregate liability of Osler in connection with or under this Agreement, whether in contract, tort (including negligence or gross negligence), or otherwise, exceed the amount of Fees paid by Customer for the Osler Dash Services in the 12 month period immediately preceding the event giving rise to the claim. For the avoidance of doubt, the existence of one or more claims under this Agreement will not increase this maximum liability amount.
Type. Except for Osler's liability and obligations under Section 8(d), to the maximum extent permitted under applicable laws, in no event will Osler be liable to Customer or any Permitted User for any: (A) special, exemplary, punitive, indirect, incidental or consequential damages; (B) lost or loss of: (i) savings, (ii) profit, (iii) data, (iv) use, or (v) goodwill; (C) business interruption; (D) costs for the procurement of substitute products or services; (E) personal injury or death; or (F) personal or property damage arising out of or in any way connected to the Osler Dash Services, regardless of cause of action or the theory of liability, whether in contract, tort (including negligence or gross negligence), or otherwise, and even if notified in advance of the possibilities of such damages.

Notwithstanding the foregoing, the Parties agree that nothing in this Agreement will relieve Osler from any responsibility to which it would otherwise be subject pursuant to the Solicitors Act, R.S.O. 1990 c. S.15.

10. Term and Termination

Term. This Agreement will commence on the Effective Date and continue to be in effect for the initial term set out in the Order Form (the "Initial Term"). Except as otherwise set out in such Order Form, this Agreement will automatically renew for successive one (1) year terms (each, a "Renewal Term", and together with the Initial Term, the "Term") unless either Party provides the other Party with written notice of its intention not to renew not less than 60 days prior to the end of the Initial Term or then-current Renewal Term.
Termination Without Cause. Notwithstanding any other Section of this Agreement, either Party may, in its discretion, without payment of any termination fee, penalty or other amount of any kind, except as for such Fees expressly set out in the applicable Order Form, terminate this Agreement, Order Form, and Osler Dash Services, in whole or in part, at any time by providing the other Party, at least 60 days advance written notice. If Osler terminates the Agreement pursuant to this Section 10 (b) then Osler will provide Customer with a pro rata refund of any prepaid unused Fees attributable to any Osler Dash Services that were to be provided after the effective date of termination. If Customer terminates the Agreement pursuant to this Section 10 (b) then: (1) Customer will be responsible for paying all remaining Fees for the rest of the then-current Term; and (2) Customer shall not be entitled to any refund of any Fees prepaid.
Termination for Cause. Either Party may, in addition to other relief, terminate this Agreement: (a) if the other Party commits a breach (including failure to pay Fees when due) of this Agreement and fails within 30 calendar days after receipt of notice of such breach to correct such breach; or (b) the other Party makes any assignment for the benefit of creditors or is unable to pay its debts as they mature in the ordinary course of business; or (c) any proceedings are instituted by or against the other Party under any insolvency laws or for reorganization, receivership or dissolution.
Effect of Termination. Upon expiration or termination of this Agreement:
1. Customer will immediately cease (and ensure that all Permitted Users immediately cease) accessing or using the Osler Dash Services. Provided, however, for a period of 30 days following termination, Osler will provide Customer with limited access to the Osler Dash Services as required for Customer to access Customer Information. Following such 30 days period and subject to Osler's rights to retain information as set out in this Agreement, Osler will delete or otherwise render inaccessible any Customer Information that remains in the hardware or systems used by Osler to provide the Osler Dash Services. In the event that applicable law, including without limitation privacy laws, does not permit Osler to comply with the delivery or destruction of the Customer Information, Osler warrants that it shall ensure the safeguarding of the Customer Information in accordance with applicable law applicable to Osler.
2. Customer shall return any Osler Property in its possession and certify in writing to Osler that the Osler Property has been returned.
3. No expiration or termination 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 (unless otherwise provided in this Agreement).
4. All Fees due and payable and any amounts due to Osler are immediately due and are to be immediately paid by Customer to Osler.
5. All Order Forms and all Osler Dash Terms of Use will terminate upon the termination of this Agreement. No new Order Forms or Osler Dash Terms of Use may be agreed to or entered into by the Parties or Permitted Users (as applicable), upon the termination of this Agreement.
Survival. The following Sections, together with any other provision of this Agreement which expressly or by its nature survives termination or expiration, or which contemplates performance or observance subsequent to termination or expiration of this Agreement, will survive expiration or termination of this Agreement for any reason: Section 3, Section 4, Section 7, Section 8(a), Section 9, Section 10(d) and Section 11.

11. General Provisions

Notices. Notices sent to either Party will be effective when delivered in writing and in person or by email, one day after being sent by overnight courier, or five days after being sent by first class mail postage prepaid to the official contact designated by the Party to whom a notice is being given. Notices must be sent: (i) if to Osler, to the following address:Osler, Hoskin & Harcourt LLP1 First Canadian PlaceToronto, Ontario M5X 1B8Attention: Osler Dash Product ManagerEmail: oslerdash@osler.comand (ii) if to Customer, to the current postal or email address that Osler has on file with respect to Customer. Osler may change its contact information by posting the new contact information on the Website or by giving notice to Customer. Customer is solely responsible for keeping its contact information on file with Osler current at all times during the Term.

Assignment. Neither Party may assign any of its rights or obligations hereunder, whether by operation of law or otherwise, without the other Party's prior written consent (not to be unreasonably withheld). Notwithstanding the foregoing: (i) Osler may assign this Agreement (including all Order Forms) to an Affiliate, without Customer's consent; and (ii) either Party may assign this Agreement in its entirety (including all Order Forms), without the other Party's consent in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets. Any purported assignment or delegation by a Party in violation of this Section will be null and void. Subject to the foregoing, this Agreement will bind and inure to the benefit of the parties, their respective successors and permitted assigns.
Governing Law and Attornment. This Agreement and any action related to it will be governed by and construed in accordance with the laws of the Province of Ontario and the applicable federal laws of Canada, without regard to conflicts of law principles. The Parties will initiate any lawsuits in connection with this Agreement in Toronto, Ontario, Canada, and irrevocably attorn to the exclusive personal jurisdiction and venue of the courts sitting in Toronto, Ontario. The U.N. Convention on Contracts for the International Sale of Goods will not apply to this Agreement. This choice of jurisdiction does not prevent Osler from seeking injunctive relief with respect to a violation of Intellectual Property Rights or confidentiality obligations in any appropriate jurisdiction.
Export Restrictions. Customer will not to directly or indirectly export or re-export any of the Osler Dash Services without first obtaining all required licenses, permits and permissions required under applicable laws. Osler makes no representation or warranty that the Osler Dash Services may be exported without Customer first obtaining appropriate licenses or permits under applicable law, or that any such license or permit has been, will be, or can be obtained.
Construction. Except as otherwise provided in this Agreement, the Parties' rights and remedies under this Agreement are cumulative and are in addition to, and not in substitution for, any other rights and remedies available at law or in equity or otherwise. The terms "include" and "including" mean, respectively, "include without limitation" and "including without limitation." The headings of sections of this Agreement are for reference purposes only and have no substantive effect. The terms "consent" or "discretion" means the right of a Party to withhold such consent or exercise such discretion, as applicable, arbitrarily and without any implied obligation to act reasonably or explain its decision to the other Party.
Force Majeure. Neither Party will be liable for delays caused by any event or circumstances beyond that Party's reasonable control, including acts of God, acts of government, flood, fire, earthquakes, civil unrest, acts of terror, pandemics, strikes, slowdowns, walkouts or other labour problems, Internet service failures or delays, cyberattacks, or the unavailability or Modification by third parties of telecommunications or hosting infrastructure or third party software or websites or changes in laws preventing or limiting the provision of the services (each, a "Force Majeure Event"). This Section does not apply to any of Customer's obligations under Sections 2 (b), 6, 7 or 8. If a Force Majeure Event occurs, then the Party that failed to perform as a result of such Force Majeure Event (the "Excused Party") will not be liable for such failure provided that the Excused Party complies with the provisions of this subsection (f). The Excused Party will re-commence performance of the obligations that it has failed to perform as a result of the Force Majeure Event without delay, including through the use of alternate sources, workaround plans or other means. If a Force Majeure Event continues for a period exceeding 60 days, the Party affected may, without payment of any termination fee, penalty or other amount, terminate this Agreement in whole or in part as of the date specified in the notice of termination. Notwithstanding anything else in this Agreement, if a Force Majeure Event occurs on the part of Osler, Customer will have no obligation to pay Fees for Osler Dash Services that Osler fails to provide in accordance with this Agreement.
Severability. Any provision of this Agreement found by a tribunal or court of competent jurisdiction to be invalid, illegal or unenforceable will be severed from this Agreement and all other provisions of this Agreement will remain in full force and effect.
Waiver. A waiver of any provision of this Agreement must be in writing and a waiver in one instance will not preclude enforcement of such provision on other occasions.
Customer Lists. Osler may identify Customer by name and logo as an Osler Dash customer on Osler's website and on other promotional materials. Any goodwill arising from the use of Customer's name and logo will inure to the benefit of Customer.
Independent Contractors. Osler's relationship to Customer is that of an independent contractor, and neither Party is an agent, broker or partner of the other. Neither Party will have, and neither Party will represent to any third party that it has any authority to bind the other Party.
Entire Agreement. This Agreement, Order Forms, engagement letter(s) and Osler Dash Terms of Use, constitutes the entire agreement between the Parties with respect to the subject matter of this Agreement and supersedes all prior or contemporaneous agreements, representations or other communications between the Parties, whether written or oral.
Amendments. Osler reserves the right to change these Terms of Service at any time by replacing them with a new version. Osler will provide reasonable notice to the Customer of any such changes. Changes to these Terms of Service will not be to the detriment of the Customer.
English Language. It is the express wish of the Parties that this Agreement and all related documents be drawn up in English. C'est la volonté expresse des parties que la présente convention ainsi que les documents qui s'y rattachent soient rédigés en anglais.

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Osler Dash Terms Of Service

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