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GENERAL SERVICE AGREEMENT – EQUIPMENT RENTAL & REMOTE MONITORING

Zedcor – subject to the performance in full by Client pursuant to the terms of this Agreement, Zedcor agrees, based on the terms & conditions set out herein, to perform the Services set forth herein at the price set forth in the quote to be executed between Zedcor and Client (the “Quote”). For the avoidance of doubt, and conflict between the scope of service or otherwise between this Agreement or the Quote shall be resolved in favor of the Quote, and any references to “this Agreement” herein shall be deemed to include the Quote, unless otherwise specified. Zedcor may perform its obligations under this Agreement through affiliates, agents, or subcontractors – the “Zedcor Providers”. Zedcor shall not be relieved of its obligations using the Zedcor Providers.

Client – is of the opinion that Zedcor has the necessary qualifications, experience, and abilities to provide the Services to Client. Client is responsible for payment of all charges including, but not limited to, transportation, duty, customs clearance, insurance, brokerage, other applicable charges and costs from point of shipment of products, if needed, as well as the service charges provided in the Quote. Client understands and agrees that Zedcor’s services are not intended to provide, and should not be substituted for Client or another of Client’s vendors providing, fire detection or prevention (unless specifically noted on the Quote), personal protection and/or safety to any persons on Client’s property.

Zedcor and Client may be referred to individually as a “Party” and collectively as the “Parties”

Any additional specific terms & conditions for projects will be included and set forth in the Quote.

In consideration of the matters described above and for the mutual benefits/obligations set forth in this Agreement, the receipt and sufficiency of which consideration is hereby acknowledged, Client and Zedcor agree as follows:

Zedcor Services

Subject to the terms of this Agreement, and any further limitations, additions or amendments set forth in the Quote, Zedcor agrees to provide the following services to Client (collectively, the “Services”):

  • Live, remote security video monitoring of designated Client premise(s), as detailed below, including voice commands and law enforcement dispatch, customized to Client’s required schedule and response plans. Zedcor may remotely activate the outputs (sirens, strobes, voice commands, and/ or other means) in an attempt to deter unauthorized individuals. Authorized individuals should call, or text with the safe word to notify the monitoring center prior to entering the site during monitoring hours. When an authorized individual contacts the monitoring center to gain access to a site, live monitoring will cease for a specific duration requested by the authorized individual. If unauthorized individuals are entering or are otherwise on the site during active monitoring hours at Client’s location, Zedcor will, based on reasonable judgement, reach out to Client or to law enforcement. If Zedcor does not receive a response, Zedcor will turn off monitoring services for one hour. If individuals remain on site after the first hour, and based on Zedcor’s reasonable judgment, Zedcor determines that these are authorized individuals, Zedcor will not contact Client or law enforcement and monitoring services will be turned off for another hour. This process will be repeated every hour until individuals leave the site.
  • Incident investigation services which will be provided to Client and local authorities, if needed and approved by Client in writing. This will include pictures and video as generated by the remote security system and as lawfully requested by Client.
  • Video recordings on the camera for, up to 30 days, which will be available for Client review on request. Additional charges may apply.
  • Equipment rentals of Zedcor’s proprietary MobileyeZ Security Towers, mobilization and demobilization, installation & use of software licenses which have been detailed in the Quote.
  • Service & maintenance of equipment, including software/firmware updates – charges may apply as outlined in the Zedcor Quote.
  • In performing the Services, Zedcor shall be an independent contractor and will have full legal charge and control over its employees, agents, and equipment engaged in the performance of the Services, including its affiliates, contractors and their respective employees, agents and equipment. Zedcor shall have full control over the method or means by which the Services are to be performed.
  • Zedcor may augment the scope of the Services, or the manner in which the Services are performed, in either case, without Client’s consent to the extent necessary to comply with applicable law; provided, that Zedcor shall provide written notice to Client following any such change.

Client Requirements & Duties

Client is responsible for providing and understands the following:

  • Electricity, fuel, and other power sources as required to operate equipment (unless agreed with Zedcor to provide fueling at an additional charge). If in case of power/internet outage, Client, or, if applicable, third party provider, is required to restore power and/or communication connection.
  • Zedcor utilizes 3rd party communication services (wired, Wi-Fi, cellular, satellite, or other) to stream data and video to Zedcor’s monitoring center and Zedcor is not responsible for disruption or interruption of data streams for any reason whatsoever.
  • Client shall not withhold or deduct any amounts from or set-off amounts owed by Zedcor to Client against any amounts invoiced by Zedcor for fees & taxes.
  • Client assumes the risks of loss and damage to any product that has been delivered to its premises.
  • Safe operating conditions in order for Zedcor to mobilize, install and demobilize security towers at client site(s). In addition, Client will protect Zedcor equipment located on Client site and will be responsible for all damages, except for normal wear and tear.
  • Client agrees to provide Zedcor with proof upon request (reasonably satisfactory to Zedcor) of rental equipment, personal injury, or property insurance.
  • Client will execute the Quote before the Services are activated; Client will respond to calls from Zedcor (including in accordance with any additional instructions in the Quote).
  • Client agrees to pay the obligations due hereunder by automatic debit to Client’s checking account, recurring credit card payments (3% credit card processing fee will be added to total amount), or monthly ACH/ EFT payments. If Client chooses to pay by automatic debit or recurring credit card payments by completing the required information, Client hereby authorizes Zedcor to initiate debit or credit entries to the checking account chosen, or charge the credit card provided, by Client for the purpose of satisfying the obligations due hereunder, inclusive of recurring fees, sales taxes or other fees.
  • Client shall obtain and keep in effect, at Client’s sole expense, all permits or licenses that may be required for the installation and operation of the System. If Zedcor is required to obtain licenses for Client, Client agrees to reimburse these costs to Zedcor.
  • Client shall grant to Zedcor and its personnel the continuing right to access the project site, and will notify each respective tenant or other relevant person with control over the project site in advance of Zedcor’s access of Zedcor’s right to access, including roof access, to perform its duties in this Agreement and authorizes Zedcor, its agents and contractors to install, inspect, test and repair all equipment, supplies and materials as and when necessary or appropriate, as determined by Zedcor. Zedcor, its agents and contractors, will try to comply with all Client specific site requirements provided to Zedcor in writing in advance of Zedcor’s performance, but Zedcor’s safety policies and procedures will supersede client requirements.
  • Client shall update Zedcor on any modifications to monitoring hours or asset movement by providing at least 3 business days written notice to Zedcor; provided, however, that any such changes that result in a modification to the scope of work, or that require Zedcor to incur any expenses, shall be subject to Zedcor’s review and approval (and, if necessary, an increase to the fee associated with the Services).
  • Client will provide Zedcor, upon written request, with all information and access as reasonably requested by Zedcor for Zedcor to perform the Services.

Client Representations and Warranties

Client represents and warrants to Zedcor the following:

  • Client is qualified to do business in the jurisdiction in which the Services are being performed and is in good standing with the laws of the jurisdiction in which the Services are being performed.
  • Client has full authority to enter into this Agreement, including, if applicable, all necessary actions by officers, directors, managers, members or other applicable persons necessary for the authorization and execution of this Agreement have been duly taken.
  • Client is not a party to any litigation, the outcome of which could reasonably be expected to affect its ability to perform the obligations hereunder.
  • Client is solvent and possessed of sufficient working capital to perform the obligations under this Agreement, and there are no bankruptcy or similar proceedings pending against, or threatened against, Client.
  • Client has full authority to grant Zedcor the access to the project site, and full authority to authorize Zedcor to perform the Services hereunder.

Monitoring Services and Technical Limitations

Zedcor’s services use motion-based software analytics and/or hardware components to detect motion and generate an event escalation to Zedcor’s monitoring centers. This technology has inherent limitations, including, but not limited to, the following:

  • In order for an event to be generated, the software motion analytic must detect two (2) consecutive seconds with motion of a human or car in a five (5) second period of time.
  • Hardware detection is limited by the manufacturer’s specifications.
  • Default monitoring hours are 8:00pm. to 6:00 am local, Monday through Sunday. Custom monitoring hours, or extended hours, may be subject to additional charges and outlined in the Quote, or any applicable monthly invoice.

Fees and term

The fees and term of this Agreement will be set out in the Quote, subject to any adjustment as contemplated in a monthly invoice by Zedcor. Unless otherwise specified, client will be billed monthly, using preauthorized debit at the end of the month. Zedcor may, but shall not be obligated to, issue an invoice to Client monthly in advance, which invoice shall include the amounts owed for the following month, with any errors or omissions in any such invoice to be rectified in the next following month (or, if it is the last month in the term, upon written notice from Zedcor). The fees that Client may be charged for include those set forth in the Quote, including, if applicable, the following:

  • Equipment rental and remote monitoring fees.
  • Data charges.
  • Annual software renewal charges.
  • Taxes and government communication fees.
  • If amounts remain outstanding for 30 days or longer, and without limiting any other remedies available to Zedcor hereunder, Zedcor reserves the right to halt all Services and remove Zedcor equipment from Client’s site without notice to, or approval from, Client. Zedcor shall not be held liable for any damages caused by any such removal or damages after the Services are halted. Any amounts outstanding shall remain due notwithstanding the foregoing. Zedcor will forward outstanding accounts to Zedcor’s enforcement agency or other representative to ensure any amounts owed are recovered. Client agrees that Client will be responsible for all costs associated with Zedcor’s recovery, including any collection and legal fees.
  • Interest on late payments will accrue at the lesser of (i) 5% per month and (ii) the maximum rate permitted by law. In addition, Zedcor may charge $60 per returned payment and/ or a $30 per month late fee, in addition to any interest charges.
  • Unless Client or Zedcor gives notice to the other, this Agreement will be renewed at the end of the service term, as set out in the Quote, or on a month-to-month basis on the same terms and conditions if the Quote does not specify otherwise. Zedcor may change any fees for renewal periods by providing Client with at least 15 days advance written notice of the change before the end of the service term, and the Parties may agree to enter into a new Quote to affect such terms.
  • THE BILLING CYCLE FOR SERVICES BEGINS ON THE DATE OF INSTALLATION AND UNLESS PROVINCED OTHERWISE IN THE QUOTE CONTINUES FOR ONE CONSECUTVE MONTH. THE FINAL BILLING CYCLE WILL BE FOR A FULL MONTH AND NOT PRORATED. NETWORK ADMIN CHARGES, GUARANTEED PROTECTION PLANS, PHYSICAL DAMAGE WAIVERS AND ADDITIONAL MONITORING HOURS ARE NOT PRORATED IN THE FIRST BILLING CYCLE.
  • To account for inflation, all fees contemplated by this agreement are subject to an annual 5% upward adjustment effective as of the start of each calendar year.
  • Zedcor may, in its reasonable discretion, terminate the Services if the project site does not permit proper performance of the Services. These circumstances may include, but are not limited to, insufficient internet bandwidth to stream video, inability to access a Client site for maintenance, lack of power at Client site, faulty communication equipment, unsafe project Site for performance of Services, a situation that requires security services beyond what Zedcor is able to provide, Client becomes insolvent, bankrupt or demonstrates an inability to pay the fees hereunder, and/or if a Client is disrespectful or threatening to any employee, agent or other member of Zedcor. In these circumstances, Zedcor may terminate the Agreement immediately upon written notice, and all amounts owing for the balance of the term shall become due and payable.

The Parties agree to use commercially reasonable efforts to resolve any disputes with respect to any fees as promptly as reasonably possible. If, following reasonable efforts, the Parties are unable to resolve any such dispute, either Party may submit such dispute to a reputable arbitration agency in the applicable jurisdiction in which the Services are being performed. Such arbitration shall be governed by the laws of the Province of Alberta. The arbitrator will have no affiliation with either Party, and neither Party shall have any ex parte communications with the arbitrator. Upon appointment, the Parties shall furnish the arbitrator with a copy of this Agreement, together with a written submission of such Party’s position, which shall be not greater than 5 pages in length. The arbitrator will choose one party’s position, and the losing party will be obligated to bear all fees associated with the arbitration (including any reasonable attorney fees associated therewith). The arbitrator may not award damages or penalties.

Warranty

Zedcor does not provide any warranty for equipment rentals or video streaming, and Zedcor specifically disclaims any warranty of merchantability or fitness for a specific purpose with respect to the equipment. Any damages to rental equipment are the responsibility of Client. In case of communication errors, Zedcor will work with Client and third- party communications providers to restore video streaming to Zedcor monitoring station in a timely manner but cannot warrant uninterrupted Service and, in case of interruption, that communication services will be restored within a certain timeframe. In case of theft, damage or any other loss as a result of equipment or communication failure, Zedcor will not be held liable for any costs, and the Parties hereby agree that Zedcor is not responsible for any on-site performance, including any actual emergency dispatch and response.

Liability

Client agrees that the limitations of liability set out below are fair and reasonable in the commercial circumstances of this Agreement:

  • Client agrees that remote video monitoring services are provided on a best-efforts basis. Zedcor does not guarantee its work and cannot guarantee protection against theft, intrusion or other damages. Other than gross negligence of Zedcor, Client will not hold Zedcor liable for personal injury, death, any damages to property or equipment as a result of theft, intrusion, camera failure, video streaming errors or other any causes. If it is deemed that any of the aforementioned damages occurred as a result of gross negligence, Zedcor’s liability shall be limited to 1 month’s charges, less applicable discounts.
  • Zedcor shall not be liable or deemed in breach of this Agreement for any delay, failure, or interruption in the delivery, operation, or performance of its obligations or the performance of the equipment, arising from causes beyond its reasonable control to include, but not limited to, inclement weather conditions (including high winds, lightning, flooding, hail, earthquakes, snow, ice, or extreme temperatures and weather conditions), power outages, loss of communication signals or other natural or environmental conditions that may impact the functionality, connectivity, or safe deployment of the equipment to Client. In the event of such conditions, Zedcor shall not be responsible for any loss of communication, footage, data transmissions, theft, damages, any loss, monitoring capabilities, or financial loss suffered by Client, its employees, contractors, agents, subsidiaries, affiliates, representatives, to its property, or third parties arisings directly or indirectly from such weather-related events or resulting service interruptions. No refunds, credits, or fee reductions shall be provided for service interruption or performance delays caused by inclement weather and Client shall remain obligated to pay the fees under this Agreement and as specified in the Quote(s). Once conditions permit, Zedcor shall resume normal operations as promptly as practicable.
  • Client acknowledges that it is impractical and extremely difficult to fix the amount of damages, if any that may result from a failure by Zedcor to perform any of the obligations herein, or the failure of the surveillance system provided by Zedcor. Accordingly, Client understands and agrees that if Zedcor should be found liable for loss or damage due to failure of Zedcor to perform any of the obligations herein, regardless of cause, Zedcor’s monetary liability shall be limited to 1 month’s remote monitoring charges, less applicable discounts; provided, however, that Zedcor shall only be liable to the extent Zedcor was grossly negligent. Such amount represents liquidated damages and shall be Client’s exclusive remedy for any such breach or failure and applies to all losses, claims, damages and injuries (“Losses”) to Client and third persons, irrespective of the cause of such Losses or the amount or nature of such Losses arising from Zedcor’s services under the Agreement.
  • BOTH PARTIES HEREBY AGREE THAT NO ACTION THAT RELATES IN ANY WAY TO THIS AGREEMENT (WHETHER BASED UPON CONTRACT, NEGLIGENCE OR ANY OTHER LEGAL THEORY) SHALL BE BROUGHT MORE THAN SIX (6) MONTH’S AFTER THE ACCRUAL OF THE CAUSE OF ACTION THEREFORE. THE PARTIES HEREBY IRREVOCABLY WAIVE THEIR RIGHTS TO A TRIAL BY JURY WITH RESPECT TO ANY CLAIM OR CONTROVERSY ARISING OUT OF OR RELATED TO THIS AGREEMENT. NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR PUNITIVE, SPECIAL, INDIRECT OR CONSEQUENTIAL DAMAGES RESULTING INCURRED BY THE OTHER PARTY OR ARISING FROM THIS AGREEMENT, INCLUDING WITHOUT LIMITATION, LOSS OF PROFIT, ANTICIPATED PROFIT, LOSS OF USE, SAVINGS, OR GOODWILL, OR BUSINESS INTERRUPTION, HOWEVER SUCH DAMAGES MAY BE CAUSED AND EVEN IF ADVISED OF THE POSSIBILITY THEREOF IN ADVANCE, WHETHER ARISING IN OR CAUSED BY BREACH OF CONTRACT, NEGLIGENCE, OR OTHERWISE.
  • Under its best efforts, Zedcor will provide protection against data hackers for the purpose of protecting client’s data. Zedcor cannot guarantee complete data protection and will not be held liable for data theft under any circumstance, including gross negligence.
  • Client understands that Zedcor is not an insurer of Client’s¬ property or the personal safety of persons in Client’s premises. Zedcor’s services are not intended to provide, and should not be substituted for providing, personal protection and/or safety to any persons on Client’s property. ACCORDINGLY, ZEDCOR SHALL HAVE NO LIABILITY TO CLIENT OR TO ANY THIRD PARTY RELATING TO THE PERSONAL PROTECTION AND/OR SAFETY OF ANY PERSONS ON CLIENT’S PROPERTY. In addition, and without limiting the other terms of this Agreement, Client agrees that under no circumstances will Zedcor be liable for any issues that result from, or relate to, (i) Client’s breach of this Agreement, (ii) Client’s violation of any applicable law, (iii) Zedcor’s actions taken in the event of an emergency situation, (iv) a change, lapse, absence or violation of any governmental approval or regulation necessary to perform the Services, and (v) any defects in the equipment used to perform the Services, to the extent not caused directly by Zedcor.
  • Unless caused by the gross negligence of Zedcor, Client shall defend and indemnify Zedcor and its employees, officers, directors, contractors and agents from and against all damages for bodily injury, death, or damage to real or tangible personal property that occur in the course of Zedcor’s performance of its obligations under this Agreement; provided that (i) Zedcor shall promptly notify Client of any claim that Zedcor is entitled to receive indemnification for, (ii) Client shall have the right to control the defense of such claim so long as Client promptly agrees to defend such claim and prosecutes such claim with reasonable diligence, otherwise Zedcor may control the defense and Client shall be obligated to reimburse Zedcor for all related costs with respect thereto, (iii) Client shall not settle the claim without Zedcor’s written consent unless such settlement involves a complete release of Zedcor with no liability, and (iv) Zedcor shall reasonably cooperate with Client in the defense of such claim, at Client’s cost. FOR THE AVOIDANCE OF DOUBT, THE FOREGOING INDEMNIFICATION SHALL ALSO COVER CLAIMS, ACTIONS, SUITS AND PROCEEDINGS AGAINST ZEDCOR COMMENCED OR ASSERTED BY ANY PARTY, INCLUDING BUT NOT LIMITED TO CLIENT’S AGENTS AND EMPLOYEES FOR ACTS OR OMISSIONS ARISING FROM THE ASSAULT, BATTERY OR OTHER HARM TO PERSONS ON CLIENT’S PROPERTY.

Data retention and protection

Zedcor will use best efforts to protect client data and maintain the integrity of Zedcor’s network using industry standard methods:

  • All motion alarm video data will be stored in our data centers or on the camera with 15 days retention. Additionally, all video data will be stored on the camera for 30 days, unless agreed upon otherwise (additional charges may apply). After 30 days, all data will be deleted. This data is not backed up and Zedcor cannot be held responsible or liable for loss of data due to corruption, physical damage or other reasons.
  • Zedcor will take commercially reasonable steps to protect client data against unauthorized access using commercial reasonable efforts and industry standard data protection methods. Zedcor will not be held liable for any data loss, data integrity or intrusion issues for any reason whatsoever, including gross negligence.
  • Zedcor will provide Client’s data to Client or its authorized representatives upon written request only. Zedcor will not provide Client data to any other parties, unless required by law.

Intellectual Property and General Conditions

  • All software provided or sold to Client, or used by Zedcor in provision of services, including but not limited to camera software, video management software, artificial intelligence software and data compression software, whether the property of Zedcor or third parties, are used by Zedcor and Client under license. Client has no rights of ownership to this software and all ownership remains the property of the original software company.
  • Client acknowledges it has no right, title or interest in or to any IP addresses assigned to Client. Zedcor may, on reasonable notice to Client, change that IP address. Zedcor is not obligated to notify any other party of a change to Client’s address.
  • During the term of this Agreement and for one (1) year thereafter, Client shall not solicit for employment, hire or attempt to hire any person employed by Zedcor in the performance of this Agreement. In the event Client violates this provision, the parties agree it would be difficult if not impossible to determine the damages suffered by Zedcor as a result of this violation, including the cost of recruitment, licensing and training such personnel, and accordingly, Zedcor may enforce specific performance to prevent such breach.
  • For all Zedcor -owned equipment utilized by Client in receiving the services designated in the applicable Quote, the following terms apply. Client and Zedcor stipulate and agree that all equipment and accessories installed or placed on the premises pursuant to this Agreement constitute mobile, removable personal property, and agree that under no circumstances will such equipment and accessories be considered fixtures or considered to be part of the real estate as improvements, fixtures or otherwise, regardless of whether such equipment and accessories are attached to any building or real estate. Zedcor shall at all times retain ownership of such equipment and accessories. Client hereby unconditionally waives, both for Client named in this Agreement and Client’s successors, assigns, landlords, lenders and mortgagees any and all rights Client such landlords, lenders and mortgagees would otherwise have to assert that such equipment and accessories are part of the real estate as improvements, fixtures or otherwise, or to assert ownership of or a lien on any such equipment and accessories. Client, if not the owner of the premises where the Services will be performed, shall inform the landlord or owner of this Agreement, including this clause, and shall indemnify Zedcor from any liability resulting from Client’s failure to do so. In order to give third parties notice of Zedcor’s interest in the equipment and accessories installed or placed pursuant to this Agreement, Client authorizes Zedcor to file in any relevant jurisdiction financing statements with respect to such equipment and accessories, and amendments thereto and continuations thereof, that contain the information required by the applicable Article 9 of the Uniform Commercial Code or the analogous legislation of each applicable jurisdiction for the filing of any such financing statements, amendment or continuation. Zedcor will not be responsible for any damages related to the removal of the equipment on Client’s property, including, but not limited to, any costs incurred or expected to be incurred for repairs, adjustments, or alterations.
  • Client acknowledges and agrees that signals which are transmitted over the telephone lines or via the internet are wholly beyond the control of Zedcor and Zedcor is not liable for any interruption due to utility or service provider failure or if Zedcor’s central station should be destroyed or becomes inoperable due to fire or other disaster.
  • Services performed under this Agreement shall be deemed accepted by Client unless written proof of claim is made to Zedcor no later than ten (10) days after services are completed.
  • Zedcor may assign this Agreement and any of its rights and obligations hereunder; Zedcor shall notify Client of any such assignment. Client may not assign this Agreement without Zedcor’s prior written consent, including by operation of law or otherwise, and any attempt to the contrary is void ab initio.
  • Without Zedcor’s prior written consent, Client may not assign, sell, or sublease Zedcor provided equipment or this Agreement. Client will not damage, encumber, or dispose of any equipment provided by Zedcor or permit same to be damaged, encumbered, taken from the site, tampered with or repaired by anyone other than authorized agents of Zedcor.
  • In the event Client is not the site owner, Client hereby warrants that Client has secured the written consent of the owner for the installation and removal of the System.
  • Zedcor may record phone calls for quality assurance, training, accuracy, and evidence.
  • Zedcor has permission to email Client using the addresses given by Client herein or in the Quote.

    • Termination

    Zedcor may terminate this Agreement at any time in its sole discretion upon written notice to Client in any of the following circumstances, upon which all outstanding payments for the balance of the term shall become due: (i) if any law or regulation prevents Zedcor from performing the Services, (ii) the project site becomes unsuitable to perform the Services, (iii) Client is delinquent in paying any amounts due hereunder and such amounts are not paid within 30 days after written notice is issued by Zedcor, (iv) Client breaches any of its representations under this Agreement, (v) Client fails to perform any other obligation under this Agreement and such failure is not cured within 30 days after written notice is issued by Zedcor, or (vi) Client assigns this Agreement in violation with the terms hereof.

    Without limiting the preceding paragraph, Zedcor may terminate this Agreement at any time without reason by providing Client with one months’ notice, and in such event Client shall only be liable for any fees for Services actually performed prior to termination.

    Upon termination of this Agreement, Zedcor will be provided with reasonable access to the premises during regular business hours upon 24 hours’ notice to remove its equipment.

    Client is able to terminate this Agreement upon 30 days’ notice, provided Client shall be obligated to pay all outstanding fees payable for the balance of the term in the event of early cancellation, even if the Services are not performed as a result of Client’s early termination. Additionally, if Client terminates prior to the end of the term, Client shall reimburse Zedcor for all reasonable costs and expenses associated with termination, including any costs associated with removal of equipment and personnel used in connection therewith.

    Force majeure

    If there is a default or delay in either Zedcor or Client’s performance of its obligations under this Agreement (except for the obligation to pay Fees), and the default or delay is caused by circumstances beyond the reasonable control of Zedcor or Client including fire, flood, earthquake, elements of nature, acts of God, explosion, power failure, war, terrorism, revolution, civil commotion, acts of public enemies, law, order, regulation, ordinance or requirement of any government or its representative or legal body having jurisdiction, or labour unrest such as strikes, slowdowns, picketing or boycotts, then Zedcor nor Client shall not be liable for that default or delay. Either Zedcor or Client shall be excused from further performance of the affected obligations on a day-by-day basis, if that Party uses commercially reasonable efforts to expeditiously remove the causes of such default or delay in its performance.

    Governing law

    THIS AGREEMENT AND IN ANY ACTION, SUIT OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE PROVINCE OF ALBERTA WITHOUT GIVING EFFECT TO THE CONFLICT OF LAW PROVISIONS THEREOF. EACH PARTY AGREES NOT TO COMMENCE, OR COOPERATE IN OR ENCOURAGE THE COMMENCEMENT OF, ANY SUCH ACTION, SUIT OR PROCEEDING, EXCEPT IN SUCH A COURT. EACH PARTY HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT IT MAY EFFECTIVELY DO SO, THE DEFENSE OF AN INCONVENIENT FORUM TO THE MAINTENANCE OF SUCH AN ACTION, SUIT OR PROCEEDING.

    Notice Information

    All notices and other communications hereunder shall be in writing and shall be deemed given if (i) sent by email, or (ii) mailed by registered or certified mail, to the recipient Party at its registered address.

    Miscellaneous

    The Parties hereby agree to take all reasonable actions and to cooperate with any reasonable request from the other Party to effect the terms of this Agreement.

    Client agrees that the terms of this Agreement shall be confidential and shall not be disclosed to any third party without Zedcor’s written consent, which may be withheld Zedcor’s sole discretion; provided, however, that Client may disclose this Agreement without Zedcor’s consent to the extent required by applicable law, or to Client’s legal counsel or other representative to the extent any disclosure is made subject to the terms of this confidentially requirement.

    This Agreement shall be binding on and inure to the benefit of the Parties and their respective permitted successors and assigns.

    If any portion of this Agreement is deemed invalid by operation of law, the Parties agree that the remainder of the Agreement shall otherwise remain valid and the Parties shall negotiate in good faith to modify this Agreement so as to effect the original intent of the Parties.

    The failure of a Party to assert any of its rights under this Agreement or otherwise shall not constitute a waiver of such rights.

    This Agreement and the Quote may only be amended by written agreement of the Parties.

    This Agreement is entered into for the sole benefit of the Parties, and except as provided herein, no other person shall be the direct or indirect beneficiary of this Agreement.

    The Parties acknowledge and agree that each Party has had an opportunity to review this Agreement, including by professional legal counsel, and in the event of any ambiguity in the terms of this Agreement, such ambiguity shall not be resolved in favor of one Party by virtue of unequal bargaining positions or draft control.