Platform Terms & Conditions

Updated February 1, 2022

The BioConnect Trust Platform connects all your access control systems, biometric readers, mobile authenticators and small-space access control into one unified system that spans your entire organization. 

1. TERMS OF SERVICE 

1.1 TERMS OF SERVICE. These Terms of Service (“Terms of Service”) govern your access to and use of BioConnect services 

including the BioConnect Trust Platform and any other services, products, applications, software, hardware and maintenance (collectively the “Services”) identified in one or more BioConnect quotes, proposals, sales agreements, invoices, renewal agreements or other sales order documents (collectively or individually, a “Sales Order”) or made available by us from time to time. 

1.2 ACCEPTANCE. By using or visiting the Services, you accept and agree to be bound by (1) these Terms of Service, (2) all Sales Orders, which are incorporated herein by reference and (3) our Privacy Policy, found at www.bioconnect.com/privacy (the “Privacy Policy”) which is incorporated herein by reference (collectively referred to as the “Agreement”). This Agreement constitutes a binding agreement between the customer (“Customer,” “you,” and “your”) and BioConnect Inc. (“BioConnect,” “us,” “we,” and “our”). This Agreement represents the parties’ entire understanding regarding the Services and shall govern over any prior oral or written agreement or discussions or different or additional terms or conditions of any purchase order, invoice or other non-BioConnect ordering document. No other terms or conditions of any purchase order, invoice or other non-BioConnect ordering document shall apply to the Services, unless agreed to in writing by both parties. 

2. OUR SERVICES 

2.1 SUBSCRIPTION SERVICES. Unless otherwise provided in a Sales Order, Services are purchased by Customers as subscriptions. Subject to your compliance with this Agreement, BioConnect grants you a non-transferable, non-exclusive, worldwide right to access and use the Services during the initial term set out in the applicable Sales Order and any renewal terms (collectively, the “Subscription Term”). You are responsible for obtaining and maintaining all hardware, software, and third-party services necessary to connect to, access and use the Services. 

2.2 BIOCONNECT ACCOUNTS. In order to use the Services, you will have to register and create an administrative Account with us and provide one or more names, email addresses, login usernames and passwords (each a “BioConnect ID”). BioConnect IDs are Confidential Information and you are responsible for maintaining the confidentiality of your BioConnect IDs. BioConnect ID’s may not be shared by more than one User. You are responsible for any and all activity that occurs on your Account. If you suspect any unauthorized use with your Account, you must notify us immediately. 

2.3 USAGE LIMITS. Services that we provide are subject to usage limits and restrictions, based on the number of access points included in your Subscription. Each Sales Order shall set out specific usage limits for the applicable Services. You agree to use the Services within the usage limits set out in the Sales Order and that you are solely responsible for ensuring that you do not exceed the limits and restrictions. Extra charges will apply if you exceed any usage limits at the rate included in the applicable Sales Order. 

3. FEES AND PAYMENT 

3.1 FEES. You agree to pay all fees set out in a Sales Order. All fees are non-cancellable and non-refundable, other than: (i) as expressly set out in this Agreement; (ii) as determined in BioConnect’s sole discretion; or (iii) as required by Applicable Law. Fees are based on subscriptions / Services purchased and not actual usage. For the avoidance of doubt, you shall not be entitled to any refund in the event of a cancelled subscription or unused Services. Unless otherwise agreed between you and us, payment may be made by wire transfer, cheque or credit card. 

3.2 PAYMENT TERMS. Unless otherwise set out in the Sales Order, Services fees are payable annually in advance within thirty (30) days after the date of invoice. All fees are exclusive of taxes, levies or duties imposed by taxing authorities (collectively “Taxes”), and Customer shall be responsible for payment of all such Taxes (excluding taxes based on BioConnect’s income), even if such amounts are not listed on a Sales Order. All fees are payable in U.S. Dollars or in such other currency as agreed to in writing by the parties, without set-off or deduction. 

3.3 OVERDUE CHARGES. Unpaid invoices that are not the subject of a written good faith dispute are subject to interest at a rate of 1.5% per month on the outstanding balance, or the legal maximum interest rate, whichever is lower, plus all reasonable expenses of collection, in addition to any other remedies we may have. 

3.4 SUSPENSION RIGHTS. We reserve the right to immediately suspend the Services if: (i) the billing or contact information provided by you is false or fraudulent; (ii) you fail to make any payment due within 10 business days after we have provided you with notice of such failure or (iii) violation by Customer of Section 4.3 Restrictions. Any suspension of the Services by us under this section shall not relieve you of your payment obligations under this Agreement. We will not be liable to you nor to any third party for any suspension of the Services. 

3.5 HARDWARE DISCOUNT. Customer acknowledges that the Hardware prices on the Sales Order have been discounted because Customer is committing to a Subscription Term. Accordingly, if any of the fees in the Initial Term are overdue, BioConnect may immediately invoice Customer for the amount of the hardware discount, which amount is immediately due and payable and is an estimate of damages, not a penalty. 

4 BIOCONNECT CONTENT AND LICENSE 

4.1 BIOCONNECT CONTENT. The Services contain Content, Documentation and Software owned by BioConnect, its suppliers or licensors (“BioConnect Content”). BioConnect, its suppliers and licensors, own and retain all rights, including all intellectual property rights, in and to the Services and the BioConnect Content. 

4.2 OWNERSHIP AND LICENSE. The Hardware is sold to you. All other components of the Services, including the BioConnect Content, are licensed and not sold to you. All rights not expressly granted to you in this Agreement are reserved and retained by us. We grant you a limited, revocable, non-sublicensable license to access and use the BioConnect Content in connection with using the Services during the Subscription Term. Except as contemplated by this Agreement and the Documentation, no Services, nor any part of any Services, may be reproduced, duplicated, copied, sold, resold, visited, or otherwise exploited for any commercial purpose without our written consent. You may use the Services only as permitted by Applicable Law. The licences granted by BioConnect may be terminated immediately without notice if you breach this Agreement. 

4.3 RESTRICTIONS. Customer shall not (and shall not permit others to): (i) license, sub-license, sell, transfer, distribute or share the Services or BioConnect Content or make any of them available to any third parties; (ii) create derivative works based on, build upon, or otherwise modify the Services or BioConnect Content without express written consent from BioConnect; (iii) disassemble, reverse engineer or decompile the Services or Software or otherwise attempt to discover the source code, object code or underlying structure, ideas or algorithms of the Services or any software, documentation or data related to or provided with the Services; (iv) access the Services or BioConnect Content in order to develop a competing product or service; (v) use the Services or BioConnect Content to provide a service for others that is not contemplated by this Agreement or the Documentation; (vi) use the BioConnect Trust Platform to operate more or different types of applications than permitted under the applicable Sales Order; (vii) remove or modify a copyright or other proprietary rights notice on or in the Services or BioConnect Content; (viii) violate any Applicable Law; (ix) disable, hack or otherwise interfere with any security, digital signing, digital rights management, verification or authentication mechanisms implemented in or by the Services; (x) intentionally include, send, store or run software viruses, worms, Trojan horses or other harmful computer code, files, scripts, agents or programs from the Services; (xi) intentionally cause a computer to malfunction, regardless of how long the malfunction persists; or (xii) alter, disable, or erase any computer data, computer programs or computer software without authorization. 

4.4 ROADMAP AND FEEDBACK. From time to time BioConnect may share with Customer future plans for the Services and changes that may be made in the future. There are no guarantees that these future changes will be made. Customer must make their purchases for Services based on what is available at the time of purchase. BioConnect accepts no liability for any material it may share with Customer regarding the future roadmap of its products and services. Further, Customer may provide feedback to BioConnect about its products and services. Customer grants to BioConnect a worldwide, perpetual, irrevocable, royalty-free permission to use and incorporate into the Services any suggestion, enhancement request, recommendation, correction, or other feedback provided by Customer. 

4.5 MODIFICATIONS. We are entitled to modify or update the Services from time to time in order to adapt it technically or to expand or limit functionality in a way that does not materially alter the Services. 

5. CUSTOMER DATA 

5.1 CUSTOMER DATA. The Customer Data is property of Customer and all rights not granted to BioConnect hereunder shall remain with Customer. Customer grants to BioConnect a limited, personal, royalty free, non-sublicensable, non-exclusive, non-transferable (other than as set out herein), worldwide license to (i) process and analyze Customer Data for the purposes of providing the Services; (ii) generate statistics and produce reports for Customer based on Customer Data; and (iii) use anonymized and de-identified Customer Data to improve and customize the Services. Customer consents to the use of all data in accordance with these Terms of Service, including the collection and use of Customer Data as applicable. Except as set out in this Agreement, BioConnect will not share any of the Customer Data with any third parties without the consent of Customer and shall take all reasonably appropriate confidentiality and security measures to protect such Customer Data. If Customer wants the Customer Data to be amended, deleted, updated or otherwise, they can email privacy@bioco.nnect.com and BioConnect will respond within a reasonable time. 

5.2 LAWFUL BASIS. BioConnect’s software uses biometric technology to provide security to Customer. A template based on the User’s enrolment of their face or fingerprint or other authentication modality will be stored on the BioConnect server hosted by Customer. As host of the server, Customer (and not BioConnect) must obtain Users’ consent to use their information, including their biometric information, to provide these security services. Customer must develop and follow data retention and destruction policies as appropriate for any information it collects and stores on the servers it hosts. Customer acknowledges, agrees and warrants that it has all rights necessary to collect, use, process, transfer and disclose Customer Data to BioConnect, and that Customer’s use of such Customer Data is conducted on a lawful basis (as defined by Applicable Law), including consent where required by Applicable Law (collectively “Privacy Consents”). Upon BioConnect’s request, Customer shall provide proof of such lawful basis. BioConnect relies exclusively on Customer to obtain all Privacy Consents from, and provide all required disclosures to, Users as required under Applicable Law. BioConnect accepts no liability therefor. 

5.3 STATISTICAL INFORMATION. BioConnect may monitor Customer and Users’ use of the Services and the BioConnect Trust Platform and compile this data with other data in an aggregate and anonymous manner to derive statistical and performance information (“Statistical Information”). BioConnect uses Statistical Information to produce reports and improve and customize the BioConnect products and services. BioConnect may make such Statistical Information publicly available, provided that such Statistical Information: (i) is not able to be de-anonymized; (ii) does not include any data that would enable the identification of Customer or a User; or (iii) would not constitute the disclosure of Confidential Information. BioConnect retains all rights, title and interest in and to such Statistical Information. 

6. SUBCONTRACTORS & THIRD PARTY SERVICES 

6.1 SUBCONTRACTORS. We may use third party subcontractors to provide limited parts of the Services from time to time, including data storage and processing and content delivery (“Subcontractors”). You consent to us subcontracting these services to the Subcontractors, provided that BioConnect shall ensure that these Subcontractors comply with the terms of this Agreement applicable to BioConnect and that BioConnect shall remain liable to Customer for any breach of this Agreement by a Subcontractor. 

6.2 NON-BIOCONNECT SERVICES. Customer acknowledges that the Services may be integrated to Customer’s access control system, which is not supplied by BioConnect (“Non-BioConnect Services”) and in doing so grants BioConnect permission to interoperate with the Non-BioConnect Services and share Customer Data with the Non-BioConnect Services as directed by Customer or the Non-BioConnect Services. If Customer uses Non-BioConnect Services: (a) BioConnect does not warrant or support Non-BioConnect Services; (b) as between BioConnect and Customer, 

Customer assumes all responsibility for the Non-BioConnect Services and any disclosure, modification or deletion of Customer Data by the Non-BioConnect Services; and (c) BioConnect shall have no liability, and Customer is not relieved of any obligations under the Agreement or entitled to any refund, credit, or other compensation, due to any unavailability of the Non-BioConnect Services or any change in the ability of BioConnect to interoperate with the Non-BioConnect Services. 

7. PROFESSIONAL SUPPORT 

7.1 SUPPORT AND MAINTENANCE. So long as all fees are current: (i) you are entitled to software maintenance, which includes patches and bug fixes for the licensed software; (ii) you are entitled to software upgrades, including new versions of the software; and (iii) BioConnect will provide you technical support for the licensed software. This technical support includes web-based support from BioConnect’s library of online resources and remote support by phone and/or email during BioConnect’s normal help desk hours. Off-hours or in-person support may be available for an additional fee, subject to BioConnect’s advance agreement. Support is provided in the English language only. 

7.2 PROFESSIONAL SERVICES. If professional services are included in the Sales Order, BioConnect will provide the services either remotely or at the customer address as agreed. Customer and BioConnect agree to schedule the services at least one week in advance. Scheduling is subject to availability of BioConnect employees who are to provide the services. Delivery of services is performed during regular office hours in Eastern time zone, and in the English language only. All technical reports or other written materials provided to you will be in English. All services are provided as independent contractor and this agreement does not create any partnership, joint venture or agency relationship between BioConnect and Customer. Each party is responsible for paying its own employees. 

8. WARRANTIES & INDEMNIFICATION 

8.1 WARRANTY – SOFTWARE AND SERVICES. Other than the obligation to provide support and maintenance and professional services as set out above, BioConnect provides no warranty for the services or software rendered hereunder, all of which are provided as is, where is. In no event will BioConnect be liable for any loss in relation to the provision or non-provision of services or software. This limitation allocates risk between the parties, is reflected in the pricing offered by BioConnect, is an essential element of the bargain between the parties and shall apply notwithstanding the failure of essential purpose of this Agreement. Customer must run backups of their systems before any changes are made. 

8.2 WARRANTY – HARDWARE. So long as Customer remains current in all fees due pursuant to the Sales Order, the biometric readers (‘Hardware’) purchased by Customer from BioConnect are under warranty for one year from the date of purchase or until the end of the Subscription Term, whichever is later, up to a maximum of three years. During this warranty period, BioConnect warrants that the Hardware will substantially conform to BioConnect’s published specifications and be free from defects in materials and workmanship. For any breach of such warranty during the warranty period, BioConnect’s sole liability, and Customer’s sole and exclusive remedy, shall be limited to the repair or replacement of the defective Hardware, or a refund of the purchase price paid for the defective Hardware, at BioConnect’s sole option. During the warranty period, Customer shall cover the shipping cost to return defective goods to BioConnect and BioConnect shall cover the shipping cost to return any repaired or replacement goods to Customer. No Hardware can be returned to BioConnect without first obtaining from BioConnect a Return Merchandise Authorization (RMA) number, which RMA number must be referenced when the Hardware is shipped to BioConnect for a warranty claim. Customer is solely responsible for any other warranty or product liability claims arising from the suitability of the Hardware for a specific purpose or incorrect Hardware application. This Hardware warranty does not apply to Hardware that is used for a purpose for which it was not intended, or which has suffered damage caused by abnormal working conditions, misuse, willful damage, or Customer’s failure to follow instructions furnished by BioConnect. 

8.3 DISCLAIMER OF WARRANTIES. Except for the warranties expressly stated in this Agreement, to the maximum extent allowed by Applicable Law, BioConnect disclaims all warranties of any kind, express or implied, including warranties and conditions arising under statute, warranties of merchantability, availability, non-infringement or fitness for a particular purpose. No oral or written advice or documentation given by BioConnect or any of it authorized representatives shall create a warranty contrary to the language as set out herein. 

8.4 SOFTWARE MAINTENANCE. BioConnect shall use commercially reasonable efforts to ensure that availability of the Services will be uninterrupted and that transmissions will be error-free. However, your access to Services may be occasionally suspended or restricted to allow for repairs, maintenance or the introduction of new features or services. We will attempt to limit the frequency and duration of any such suspension or restriction, and we will use commercially reasonable efforts to alert or notify you in the event of any scheduled or non-scheduled suspension of Services. Due to the nature of technical outages, we cannot guarantee notice prior to unplanned outages. We will not be held responsible for any delay or failure to comply with our obligations under these conditions if the delay or failure arises from any cause which is beyond our reasonable control. 

8.5 CUSTOMER INDEMNIFICATION. Customer shall indemnify, defend and hold harmless BioConnect from and against all liabilities, damages and costs (including settlement costs and reasonable attorneys’ fees) arising out of any claim by a third party against BioConnect or its affiliates regarding: (i) Customer Data; (ii) failure by the Customer to obtain any of the necessary Privacy Consents; (iii) Customer’s use of the Services in violation of this Agreement; and/or (vi) violations of Customer’s obligations of privacy to any Person. 

9. LIMITATIONS OF LIABILITY & DAMAGES 

9.1 LIMITATIONS OF LIABILITY. TO THE EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL BIOCONNECT’S TOTAL LIABILITY TO CUSTOMER FOR ALL DAMAGES EXCEED THE AMOUNT CUSTOMER PAID TO BIOCONNECT HEREUNDER IN THE 12 MONTHS IMMEDIATEY BEFORE THE LIABILITY AROSE. THIS LIMITATION APPLIES WHETHER THE LIABILITY IS BASED ON CONTRACT, IN TORT OR ANY OTHER LEGAL OR EQUITABLE THEORY. 

9.2 EXCLUSION OF DAMAGES. TO THE EXTENT PERMITTED BY APPLICABLE LAW, NEITHER THE CUSTOMER NOR BIOCONNECT SHALL BE LIABLE UNDER THIS AGREEMENT FOR: (I) INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, PERSONAL INJURY, EXEMPLARY OR PUNITIVE DAMAGES; OR (II) LOSS OF USE, DATA, BUSINESS, REVENUE OR PROFITS (IN EACH CASE WHETHER DIRECT OR INDIRECT), EVEN IF THE PARTY KNEW OR SHOULD HAVE KNOWN THAT SUCH DAMAGES WERE FORESEEABLE. THE FOREGOING EXCLUSIONS SHALL NOT APPLY TO EITHER PARTY’S: (A) INDEMNIFICATION OBLIGATIONS; AND (B) BREACH OF PRIVACY LAWS. 

10. PRIVACY & CONFIDENTIAL INFORMATION 

10.1 PRIVACY POLICY AND CONSENT. In using the software licensed from BioConnect to control access to physical or digital spaces (or otherwise), BioConnect will collect Customer’s name and contact information, as well as Users’ names and email addresses. BioConnect will keep this information confidential, will collect, use, process and store this information to provide the Services to Customer, may transfer the information between Canada and the United States, and will retain it for the Subscription Term and for such reasonable period thereafter to allow for late renewals and secure destruction. BioConnect may use anonymized or de-identified information which does not identify Customer or its Users to improve its products or for other data analysis purposes. Customer consents to the collection and use of this information for these purposes. 

10.2 CONFIDENTIAL INFORMATION. Each party (the “Receiving Party”) understands that the other party (the “Disclosing Party”) has disclosed or may disclose information relating to the Disclosing Party’s business (together “Confidential Information” of the Disclosing Party). Such information includes, without limitation, information relating to pricing of Services, Customer Data and your BioConnect ID. The Receiving Party agrees: (i) to take reasonable precautions to protect such Confidential Information; and (ii) not to use (except as permitted in this Agreement) or divulge to any third person such Confidential Information. The Disclosing Party agrees that the foregoing shall not apply with respect to Confidential Information after five years following the termination of this Agreement or any Confidential Information that the Receiving Party can demonstrate that: (i) is or becomes generally known to the public; (ii) was known to the Receiving Party prior to its disclosure by the Disclosing Party without breach of any obligation to the Disclosing Party; (iii) is received from a third party without any obligation of confidentiality to a third party or breach of any obligation of confidentiality to the Disclosing Party; (iv) was independently developed by the Receiving Party without reference to the Disclosing Party’s Confidential Information; or (v) is deemed non-confidential by law. Receiving Party may disclose Confidential Information where disclosure is required by a court of competent jurisdiction or other governmental authority, provided, however, that the Receiving Party provides prior written notice to the other of any such order, to the extent permitted by Applicable Law, and limits disclosure to the scope of such order. The Receiving Party shall promptly return to the Disclosing Party or destroy (with certification of such destruction provided by the Receiving Party upon request) all Confidential Information of the Disclosing Party in its possession or control upon request from the Disclosing Party. Any confidentiality or non-disclosure agreement between Customer and BioConnect takes precedence over this section. 

11. TERM AND TERMINATION 

11.1 TERM. This Agreement shall commence on the date set out in the first Sales Order and shall remain in effect through the end of the Subscription Term in any current Sales Order, unless terminated earlier pursuant to the terms of this Agreement (the “Initial Term”). At the end of the Initial Term, BioConnect will invoice annually for renewal terms at our then-current price, which will not increase by more than 8% annually. The Subscription Term will only be extended through the renewal terms if Customer pays for the renewal terms in accordance with the renewal agreement or other Sales Order applicable to the renewal. To ensure continuous availability of the Services, Customer must ensure they pay for renewal terms before the previous term has expired, whether or not you receive an invoice from BioConnect. 

11.2 EARLY TERMINATION. In addition to the Suspension Rights section above, BioConnect may terminate this Agreement upon written notice to Customer: (i) if Customer breaches a material obligation under this Agreement and does not cure the breach within thirty (30) days; or (ii) if Customer becomes the subject of a petition in bankruptcy or any proceeding related to its insolvency, receivership or liquidation, in any jurisdiction, that is not dismissed within sixty (60) days of its commencement or an assignment for the benefit of creditors. There shall be no refunds for early termination and the unpaid balance of any Sales Order becomes immediately due and payable. 

11.3 SURVIVAL. Upon termination of this Agreement for any reason, Customer shall pay all amounts owed hereunder. Sections 3.3 Overdue Charges, 4.1 BioConnect Content, 4.4 Feedback, 8 Warranties & Indemnification, 9 Limitations of Liability & Damages, 10 Privacy & Confidential Information, 11 Term and Termination and 12 General Provisions of this Agreement, together with any other provision required for their construction or enforcement, shall survive termination of this Agreement for any reason. 

12. GENERAL PROVISIONS 

12.1 DEFINITIONS. Capitalized terms used in this Agreement, and not otherwise defined in this Agreement, shall have the following meanings: 

(a) “Account” means the BioConnect administrative account, which includes a username and password, used by Customer to access and use the Services; 

(b) “Applicable Laws” means all statutes, codes, rules, regulations, by-laws, judicial or arbitral or administrative or ministerial or departmental or regulatory judgments, orders, decisions, rulings or awards, policies, guidelines, or any provisions of the foregoing, including general principles of common and civil law and equity, binding on or affecting the Person referred to in the context in which such words are used; 

(c) “Content” means any and all content, data and other materials inputted to or accessible by the Services, including without limitation, Customer contact information, access control data, User names and email addresses; 

(d) “Customer Data” means non-anonymized electronic data pertaining to Customer and the Users that is collected and/or processed using the Services, including personal information, biometric information, physical access credentials, and other information that relates to such parties’ use of the Services; 

(e) “Documentation” means documentation relating to the operation and use of the Services that are provided by BioConnect to Customer under this Agreement, as updated by BioConnect from time to time; 

(f) “Person” means a natural person or any legal, commercial or governmental entity, including a corporation, general partnership, joint venture, limited partnership, limited liability company, trust or any person acting in a representative capacity. 

(g) “Software” means software products used in connection with the Services, like BioConnect Enterprise, and may include code that is licensed under third party license agreements, including open source, made available or provided with the Software, as applicable; 

(h) “Users” means Customer’s employees, representatives, consultants, contractors or agents who are authorized to use the Services for Customer’s benefit and have unique user identifications for the Services; and 

(i) “BioConnect Trust Platform” means the code, technology and servers used in the operation and provision of the Services and includes the Documentation and Software. 

12.2 ASSIGNMENT. Neither party may assign this Agreement, or any of the rights or obligations arising thereof, in whole or in part, to any third party without the prior written consent of the other party, except that either party may assign this Agreement, as well as any of its obligations or rights, to a successor entity resulting from a merger, acquisition or consolidation involving the assigning party. 

12.3 CONFLICT. In the event of any conflict between these Terms of Service and a Sales Order, the terms of the Sales Order shall govern. 

12.4 NOTICE. Except as otherwise provided herein, all notices shall be in writing and deemed given upon: (i) personal delivery; (ii) when received by the addressee if sent by an internationally recognized overnight courier (receipt requested); (iii) the fourth business day after mailing; or (iv) the first business day after sending by email, except that email alone shall not be sufficient for notices of termination. Notices shall be sent to the parties at the contact information set forth on the Sales Order or as otherwise agreed to by the parties in writing. 

12.5 PUBLICITY. You permit us to list you as a customer and use your standard logo for our promotional and marketing use. 

12.6 FORCE MAJEURE. Except for your obligation to pay fees for the Services, neither party will be responsible for failure of performance due to causes beyond its control. Such causes include, without limitation, accidents, acts of God, labour disputes, actions of any government agency, shortage of materials, acts of terrorism, pandemics or endemics or the stability or availability of the internet or a portion of it. 

12.7 WAIVER AND AMENDMENT. A waiver of any right is only effective if it is in writing and only against the party who signed such writing and for the circumstances given. Any modification of this Agreement must be in writing and signed by both parties. 

12.8 RELATIONSHIP OF THE PARTIES. The parties are independent contractors. Nothing in this Agreement shall be construed to create a partnership, joint venture or agency relationship. 

12.9 GOVERNING LAW; VENUE. This Agreement shall be governed by the laws of the Province of Ontario and the laws of Canada applicable in that Province. Any action or proceeding arising from or relating to this Agreement may only be brought in the courts located in Toronto, Ontario and each party irrevocably submits to such exclusive jurisdiction and venue. The United Nations Convention on Contracts for the International Sale of Goods (also called the Vienna Convention, and which is cited in the statutes of Canada as the International Sales of Goods Contracts Convention Act) will not apply to this Agreement or the transactions contemplated by this Agreement. 

12.10 EXECUTION. This Agreement may be executed and delivered electronically and the parties agree that such electronic execution and delivery will have the same force and effect as delivery of an original document with original signatures, and that each party may use such electronic signatures as evidence of the execution and delivery of this Agreement by all parties to the same extent that an original signature could be used.