Canterris On-Demand Service Agreement

IMPORTANT -- READ CAREFULLY: THIS CANTERRIS SERVICE AGREEMENT (“AGREEMENT”) IS A LEGAL AGREEMENT BETWEEN CANTERRIS INC AND THE PERSON ACCESSING THE SOFTWARE (“YOU”), SETS FORTH THE TERMS AND CONDITIONS UNDER WHICH CANTERRIS INC WILL PROVIDE ITS CANTERRIS WEB CONTENT MANAGER SERVICE ("CANTERRIS ON-DEMAND"). UNLESS YOU ALREADY HAVE A SIGNED SERVICE AGREEMENT WITH CANTERRIS, BY USING THE SOFTWARE, YOU REPRESENT THAT (I) THAT YOU ARE AUTHORIZED TO ACCEPT THESE TERMS ON BEHALF OF YOUR EMPLOYER, IF YOUR USE OF THE SOFTWARE IS IN THE SCOPE OF YOUR EMPLOYMENT, IN WHICH EVENT “YOU” AND “YOUR” SHALL REFER TO YOU AND SUCH ENTITY, OR (II) THAT YOU INTEND TO BE PERSONALLY BOUND BY THE TERMS AND CONDITIONS OF THIS AGREEMENT. YOU AGREE THAT THIS AGREEMENT IS ENFORCEABLE LIKE ANY WRITTEN NEGOTIATED AGREEMENT SIGNED BY YOU. IF YOU ARE NOT SO AUTHORIZED OR DO NOT INTEND TO BE PERSONALLY BOUND, CANTERRIS IS UNWILLING TO PROVIDE ACCESS TO THE SOFTWARE AND THE USE OF THE SOFTWARE IS A VIOLATION OF CANADIAN  AND INTERNATIONAL COPYRIGHT LAWS, CONVENTIONS AND TREATIES.

1. Introduction.
Canterris will provide Customer with use of the Service (as defined below), accessible via a Web browser interface and data transmission, access and storage. Customer's registration for, or use of, the Service shall be deemed to be Customer's agreement to abide by this Agreement including any materials available on the Canterris Web site incorporated by reference herein.

2. Services.

a. Services. Subject to the terms and conditions of this Agreement, Canterris or its subcontractors will provide Customer with the following: Canterris Marketing Suite, a service that allows Customer to remotely manage the creation, editing, review, updating, storage, and reuse of Customer content on the Internet (the "Service"). In order to use the Service, Customer is responsible at Customer's own expense to access the Internet, either directly or through devices that access Web-based content and pay any service fees associated with such access. In addition, Customer must provide all equipment necessary to make such connection to the Internet, including a computer and modem or other access device. Customer shall not attempt to access any other of Canterris's systems, programs or data that are not made available for public use. In furtherance of the Services, Canterris agrees to provide to Customer, services consisting of non-exclusive electronic access to a Canterris servers and storage systems ("Server") to store Customer's content, consisting of text and binary information (text, graphics, and application documents) supplied by Customer, to be modified by Customer from time to time.

b. Hosted Materials. In connection with the performance of the Service, Canterris shall install, operate and support the hosted environment, including, without limitation, the Canterris Technology, the Server hardware, disk storage, Server operating systems, management programs, Web server programs, documentation and all other information developed or provided by Canterris or its suppliers under this Agreement, as well as all other audio and visual information, documents, software, products and services contained or made available to Customer in the course of using the Service (collectively, the "Hosted Materials"). For purposes of this Agreement, "Canterris Technology" means all of Canterris's proprietary technology (including software, hardware, products, processes, algorithms, user interfaces, know-how, techniques, designs and other tangible or intangible technical material or information) made available to Customer by Canterris in providing the Service.

c. Customer Content. Except as provided in this Agreement, Customer shall be solely responsible for providing, updating, uploading and maintaining the Customer's Web site and any and all files, pages, data, works, information and/or materials on, within, displayed, linked or transmitted to, from or through the Customer's Web site and any and all material uploaded by Customer onto Canterris's Servers in connection with the Service or provided by Customer in accordance with this Agreement, including, without limitation, trade or service marks, images, photographs, illustrations, graphics, audio clips, video clips, e-mail or other messages, domain names, software and text owned by Customer as well as any registered domain names provided by Customer or registered on behalf of Customer in connection with the Service and any and all data, information or material provided or submitted by Customer to Canterris in the course of utilizing the Services (collectively, "Customer Content").

d. Availability of Services. Subject to the terms and conditions of this Agreement, Canterris shall use commercially reasonable efforts to provide the Service for twenty-four (24) hours a day, seven (7) days a week throughout the term of this Agreement. Customer agrees that from time to time the Service may be inaccessible or inoperable for various reasons, including (i) equipment malfunctions; (ii) periodic maintenance procedures or repairs which Canterris may undertake from time to time; or (iii) causes beyond the control of Canterris or which are not reasonably foreseeable by Canterris, including interruption or failure of telecommunication or digital transmission links, hostile network attacks or network congestion or other failures (collectively "Downtime"). Canterris shall use commercially reasonable efforts to provide forty-eight (48) hour advance notice to Customer in the event of any scheduled Downtime. Canterris shall have no obligation during performance of such operations to mirror Customer Content on any other server or to transfer Customer Content to any other server. Canterris shall use commercially reasonable efforts to minimize any disruption, inaccessibility and/or inoperability of the Service in connection with Downtime, whether scheduled or not. Canterris shall create back ups of Customer Content in the course of Canterris's routine back up of the collective content of its servers. Canterris performs daily incremental backups, and full weekly backups. The customer also has the ability to perform database and site content backups through the Canterris On-Demand administrative interface. Canterris reserves the right to retain only the most current back-ups, and to erase or otherwise dispose of all other back-ups at any time.

e. Customer Support. Canterris will provide all Customers whose Service accounts are up-to-date with the following Customer Support:

1. Error Correction. Customer may call or email to report an "Error" in the Service (i.e., a failure of the Service to function in material conformity with the then current end user documentation applicable to the Service) and shall provide Canterris all information necessary for diagnosis of the Error. Canterris shall verify receipt of such requests. Canterris will use commercially reasonable efforts to: provide a solution or workaround; provide an avoidance procedure; address the request in the next revision/iteration; or discuss with the Customer possible custom professional services to resolve Customer's request. Customers will not be billed for Customer support requests that are deemed by Canterris to be an “Error” in the service.

2. Telephone and Email Support. Canterris technical support offers the Customer a single point of contact for all service support questions. The Customer may either call the technical support hotline or email Canterris technical support. A Canterris engineer will then work to address Customer issues. The Customer is limited to five incidents per registered domain of free telephone and email support.

3. On-Site Visits/Professional Services. Should on-site support be required to resolve an issue, Canterris will provide an engineer (as available) to perform the on-site work for an additional fee, at Canterris’s then current Professional Services rates. Customer shall reimburse Canterris for the cost of such personnel, as well as the costs reasonably incurred by the Canterris personnel in making such visit. Canterris will provide Customer with professional services, which can be customized for Customer's relevant needs, for an additional fee. Professional Services are available on a per-person, per-day basis at Canterris’s then current rates.

4. Canterris shall use commercially reasonable efforts to address the Severity Levels set out below in the time periods described below, provided that classification of any problem among Severity Levels shall be reasonably in accordance with the definitions specified below which shall be determined in Canterris's sole discretion:

(a) Error Severity Levels.

Severity 1 (Critical): Customer's use of the Service in a production environment is unavailable or materially adversely affected or is severely degraded, impacting significant aspects of the Service's operations.

Severity 2 (Standard): Customer's production environment with respect to the Service is degraded. Functionality is noticeably impaired, but most system operations continue.

(b) Response Time Goals:

Severity 1 (Critical): Canterris will acknowledge the issue within four (4) hours of notification by Customer and will use a constant effort until relief or a workaround is provided or until problem is reduced to Standard status.

Severity 2 (Standard): Canterris will acknowledge the issue within twenty-four hours of receiving notification of the issue and will use commercially reasonable efforts to initiate and communicate a plan for resolution within two (2) working days.

3. License Grant/ Restrictions.
a. License of Customer Content. In consideration of Canterris's performance of its obligations under this Agreement, for the term of this Agreement, Customer grants to Canterris, and Canterris accepts from Customer, a non-exclusive, worldwide and royalty free license to copy, display, store, use, transmit and display (including on and via the Internet) the Customer Content, solely to the extent necessary to provide the Service as requested by Customer in accordance with this Agreement.

b. License Grant to Customer. Canterris grants Customer a limited non-exclusive, non-transferable, right to use the Service, solely for Customer's own internal business purposes subject to the terms of this Agreement. Customer shall not (i) license, sublicense, sell, resell, transfer, assign, distribute or otherwise make available to any third party the Service or the Hosted Materials, (ii) modify or make derivative works based upon the Hosted Materials, including the Canterris Technology; (iii) commercially exploit the Service or the Hosted Materials in any way, or (iv) create internet "links" to the Service or "frame" or "mirror" any Hosted Materials contained in, or accessible from, the Service on any other server, wireless or Internet-based device. This license is restricted to use by Customer and does not include the right to use Canterris Technology or documentation to process the content or data of any third parties, or the right to permit any third parties to use such Hosted Materials or documentation, whether or not such third parties are related to, or affiliated with, Customer. Customer also agrees to be bound by any further restrictions set forth on the Registration Form, including, but not limited to, restrictions with respect to number of named users. All rights not expressly granted to Customer are reserved by Canterris and its licensors. There are no implied rights.

c. Further Restrictions. Unauthorized use, resale or commercial exploitation of the Service and/or the Hosted Material in any way is expressly prohibited. Customer shall not reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code form or structure of the Hosted Materials, including the Canterris Technology, or access the Service in order to build a competitive product or service or copy any ideas, features, functions or graphics of the Service. Customer shall not copy, license, sell, transfer, make available, lease, time-share, distribute, or assign this license or the Hosted Materials to any third-party.

d. You may not access the Service if you are a direct competitor of Canterris, except with Canterris's prior written consent. In addition, you may not access the Service for purposes of monitoring its availability, performance or functionality, or for any other benchmarking or competitive purposes.

4. Charges and Payment of Fees.
a. General. Customer will pay all fees or charges to its account in accordance with the fees, charges, and billing terms set forth in the Engagement Authorization Agreement. The license herein granted permits the Customer to have the specified number of named users to access the Service as set forth in the Engagement Authorization Agreement. License fees are nonrefundable whether or not all user licenses are actively used. Customer must provide Canterris with valid credit card or approved purchase order information as a condition to signing up for the Service. Customer may add licenses by executing an additional written Order Form. Added licenses will be subject to the following: (i) added licenses will be co-terminous with the preexisting License Term (ii) the license fee for the added licenses will be the then current, generally applicable license fee; and (iii) licenses added in the middle of a billing month will be charged in full for that billing month. Canterris reserves the right to change the fees, applicable charges and usage policies and to introduce new charges at any time, upon at least 30 days prior notice to Customer, which notice may be provided by e-mail.

b. Excess Data Storage and Bandwidth Fees. The maximum disk storage space provided to Customer at no additional charge is 500 MB. The maximum total bandwidth usage provided to Customer at no additional charge is 1 Gigabyte/month. If the amount of disk storage required or bandwidth usage exceeds this limit, Customer will be charged the then-current storage and bandwidth fees. Canterris will use reasonable efforts to notify Customer when the average storage and bandwidth used reaches approximately 90% of the maximum; however, any failure by Canterris to so notify Customer shall not affect Customer's responsibility for such additional storage charges. Canterris reserves the right to establish or modify its general practices and limits concerning storage of Customer Data and bandwidth usage.

c. Billing and Renewal. Canterris charges and collects in advance for use of the Service. Canterris will automatically renew and bill Customer's credit card or issue an invoice to Customer (a) every month for monthly licenses, (b) every quarter for quarterly licenses, or (c) each year on the subsequent anniversary for annual licenses. Fees for other services will be charged on an as-quoted basis. Canterris's fees are exclusive of all taxes, levies, or duties imposed by taxing authorities, and Customer shall be responsible for payment of all such taxes, levies, or duties, excluding only Canadian (federal or provincial) taxes based solely on Canterris's income. Customer agrees to provide Canterris with complete and accurate billing and contact information. This information includes Customer's legal company name, street address, e-mail address, and name and telephone number of an authorized billing contact. Customer agrees to update this information within 30 days of any change to it. If the contact information Customer has provided is false or fraudulent, Canterris reserves the right to terminate Customer's access to the Service in addition to any other legal remedies. For credit card payers, invoices will be generated at the start of a license or billing period and Customer's credit card will be charged simultaneously. If paying by other means, invoices will be generated at the start of a license or billing period and approximately one month in advance of the start of any renewal or subsequent billing period and shall be due within 30 days. Customer's account will be considered delinquent (in arrears) if payment in full is not received by the license or billing period start date. Unless Canterris in its discretion determines otherwise Customer will be billed in Canadian dollars and subject to Canadian payment terms and pricing schemes. If Customer believes that the bill is incorrect, Customer must contact us in writing within 30 days of the invoice date of the invoice containing the amount in question to be eligible to receive an adjustment or credit.

d. Non-Payment. In addition to any other rights granted to Canterris herein, Canterris reserves the right to suspend or terminate this Agreement and Customer's access to the Service if Customer's account becomes delinquent (falls into arrears). Delinquent invoices (accounts in arrears) are subject to interest of 1.5% per month on any outstanding balance, or the maximum permitted by law, whichever is less, plus all expenses of collection. Customer will continue to be charged for named user licenses during any period of suspension. If Customer or Canterris initiate termination of this Agreement, Customer will be obligated to pay the balance due on Customer's account computed in accordance with the Charges and Payment of Fees section above. Customer agrees that Canterris may charge such unpaid fees to Customer's credit card or otherwise bill Customer for such unpaid fees.

e. Suspension of Service In the event Customer's account becomes thirty (30) days or more overdue, in addition to and not in lieu of any of its other rights or remedies under this Agreement, Canterris reserves the right to suspend the Service provided to Customer. Canterris also reserves the right to impose a separate reconnection fee should Customer thereafter again request access to the Service. Customer agrees and acknowledges that Canterris has no obligation to retain the Customer Content if the account is more than 30 days overdue, and such Customer Content will be irretrievably deleted if the account is unpaid after 30 days.

5. Ownership and Proprietary Rights.
Customer acknowledges and agrees that (i) as between Canterris and Customer, all right, title and interest in and to the Hosted Materials, including the Canterris Technology and the Service and all derivatives thereof (including any and all patents, copyrights, trade secret rights, trademarks, trade names and other proprietary rights embodied therein or associated therewith) are and shall remain Canterris's or its licensors', and this Agreement in no way conveys any right or interest in the Hosted Materials, the Canterris Technology or the Services other than a limited license to use them in accordance herewith, and (ii) the Hosted Materials, the Canterris Technology and the Services are works protected by copyright, trade secret, and other proprietary rights and laws. The Canterris name, the Canterris logo, and the product names associated with the Service, including, but not limited to Canterris On-Demand, are trademarks of Canterris or third parties, and no right or license is granted to use them.

6. Customer Responsibilities:
Customer is solely responsible for all Customer Content, whether publicly posted or privately transmitted. Canterris does not control the Customer Content uploaded or otherwise transmitted by Customer via the Service and, as such, does not guarantee the accuracy, integrity or quality of such Customer Content. Customer shall not use the Service to: (a) upload or otherwise transmit any Customer Content or domain name that is unlawful, threatening, abusive, harassing, tortious, defamatory, vulgar, obscene, libelous, invasive of another's privacy, hateful, or racially, ethnically or otherwise objectionable; (b) harm minors in any way; (c) impersonate any person or entity; (d) forge headers or otherwise manipulate identifiers in order to disguise the origin of any Customer Content transmitted through the Service; (e) upload or otherwise transmit any Customer Content that Customer does not have a right to transmit under any law or under contractual relationships (such as inside information, proprietary and confidential information learned or disclosed as part of employment relationships or under nondisclosure agreements); (f) upload or otherwise transmit any Customer Content or domain name that infringes any patent, trademark, trade secret, copyright or other proprietary rights of any person; (g) upload or otherwise transmit any unsolicited or unauthorized advertising, promotional materials, "junk mail", "spam", "chain letters", "pyramid schemes", or any other form of solicitation, except in those areas of the Service that may be designated for such purpose; (h) upload or otherwise transmit any material that contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment; (i) interfere with or disrupt the Service or Servers or networks connected to the Service; (j) violate any applicable law or regulation, including, but not limited to, regulations promulgated by the Canadian laws regarding the export of technical data; (k) incite or provide instructional information about illegal activities; or (l) conduct raffles, contests, lotteries or sweepstakes, except in those areas of the Service that may be designated for such purpose.

All Customer Content submitted by Customer to the Service, whether posted by Customer or by third parties, shall remain the sole property of Customer or such third parties, as applicable, unless specifically notified in advance. Customer, not Canterris, shall have sole responsibility for the accuracy, quality, integrity, legality, reliability, appropriateness and copyright of all Customer Content, and Canterris shall not be responsible or liable for the deletion, correction, destruction, damage, loss or failure to store any Customer Content. In the event that Customer terminates this Agreement (other than by reason of Customer's breach), Canterris will make available to Customer a file of the Customer Content within 30 days of termination notice if Customer so requests. Canterris reserves the right to withhold, remove and/or discard Customer Content without notice for any breach, including, without limitation, Customer's non-payment. Upon termination for cause, Customer's right to access or use Customer Content immediately ceases, and Canterris shall have no obligation to maintain or forward any Customer Content.

Customer is responsible for any and all activities that occur under Customer's named user accounts. Customer shall: (i) notify Canterris immediately of any unauthorized use of any password or account or any other known or suspected breach of security; (ii) assure that use of the Service shall at all times comply with all applicable local, state, federal, and international laws, regulations, and conventions, including without limitation those related to data privacy, international communications, and the exportation of technical or personal data; and (iii) not impersonate another Canterris customer to provide false identity information to gain access to or use the Service.

7. Warranty Disclaimer.
CANTERRIS AND ITS LICENSORS MAKE NO REPRESENTATION, WARRANTY, OR GUARANTY AS TO THE RELIABILITY, TIMELINESS, QUALITY, SUITABILITY, TRUTH, AVAILABILITY, ACCURACY OR COMPLETENESS OF THE SERVICE OR ANY CONTENT; CANTERRIS AND ITS LICENSORS DO NOT REPRESENT OR WARRANT THAT (A) THE USE OF THE SERVICE WILL BE SECURE, TIMELY, UNINTERRUPTED OR ERROR-FREE OR OPERATE IN COMBINATION WITH ANY OTHER HARDWARE, SOFTWARE, SYSTEM OR DATA, (B) THE SERVICE WILL MEET CUSTOMER'S REQUIREMENTS OR EXPECTATIONS, (C) ANY STORED DATA WILL BE ACCURATE OR RELIABLE, (D) THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED BY CUSTOMER THROUGH THE SERVICE WILL MEET CUSTOMER'S REQUIREMENTS OR EXPECTATIONS, (E) ERRORS OR DEFECTS WILL BE CORRECTED, OR (F) THE SERVICE OR THE SERVER(S) THAT MAKE THE SERVICE AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS; THE SERVICE AND ALL CONTENT IS PROVIDED TO CUSTOMER STRICTLY ON AN "AS IS" BASIS; AND ALL CONDITIONS, REPRESENTATIONS AND WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT OF THIRD PARTY RIGHTS, ARE HEREBY DISCLAIMED TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW BY CANTERRIS AND ITS LICENSORS.

Internet Delays:
CANTERRIS'S SERVICE MAY BE SUBJECT TO LIMITATIONS, DELAYS, AND OTHER PROBLEMS INHERENT IN THE USE OF THE INTERNET AND ELECTRONIC COMMUNICATIONS. CANTERRIS IS NOT RESPONSIBLE FOR ANY DELAYS, DELIVERY FAILURES, OR OTHER DAMAGE RESULTING FROM SUCH PROBLEMS.

8. Limitation of Liability.
IN NO EVENT SHALL CANTERRIS'S AGGREGATE LIABILITY EXCEED THE AMOUNTS ACTUALLY PAID BY CUSTOMER IN THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO SUCH CLAIM. IN NO EVENT SHALL CANTERRIS AND/OR ITS LICENSORS BE LIABLE TO ANYONE FOR ANY INDIRECT, PUNITIVE, SPECIAL, EXEMPLARY, INCIDENTAL, CONSEQUENTIAL OR OTHER DAMAGES OF ANY TYPE OR KIND (INCLUDING LOSS OF DATA, REVENUE, PROFITS, USE OR OTHER ECONOMIC ADVANTAGE) ARISING OUT OF, OR IN ANY WAY CONNECTED WITH THIS SERVICE, INCLUDING BUT NOT LIMITED TO THE USE OR INABILITY TO USE THE SERVICE, OR FOR ANY CONTENT OBTAINED FROM OR THROUGH THE SERVICE, ANY INTERRUPTION, INACCURACY, ERROR OR OMISSION, REGARDLESS OF CAUSE IN THE CONTENT, EVEN IF THE PARTY FROM WHICH DAMAGES ARE BEING SOUGHT OR SUCH PARTY'S LICENSORS HAVE BEEN PREVIOUSLY ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

9. Additional Rights.
Certain provinces and/or jurisdictions do not allow the exclusion of implied warranties or limitation of liability for incidental or consequential damages, so the exclusions set forth above in Sections 7 and 8 may not apply to Customer.

10. Termination/Reduction in Number of Licenses.
a. Term. This Agreement commences on the Effective Date. This Agreement will automatically renew, for a term equal in duration to the License Term, upon the expiration of the License Term or any renewal term. Either party may terminate this Agreement or reduce the number of named user licenses by notifying the other party in writing at least thirty (30) business days prior to the expiration of the then current License Term. In the event that Customer terminates this Agreement (other than by reason of Customer's breach), in writing, prior to the expiration of the then current License Term, the Customer will be required to pay 50% of the total remaining Service fees, in full, for the then current License Term. Canterris will make available to Customer a file of its Customer Content within 30 days of termination if Customer so requests at the time notice of termination is given. Customer agrees and acknowledges that Canterris has no obligation to retain the Customer Content, and may delete such Customer Content, more than 30 days after termination.

b. Termination for Cause. Any breach of Customer's payment obligations or other obligation under this Agreement, unauthorized use of Hosted Materials, including the Canterris Technology or Service will be deemed a material breach of this Agreement. Canterris, in its sole discretion, may terminate Customer's password, account or use of the Service if Customer breaches or otherwise fail to comply with this Agreement. Customer agrees and acknowledges that Canterris has no obligation to retain the Customer Content, and will delete such Customer Content, if Customer has materially breached this Agreement, including but not limited to failure to pay outstanding fees, and such breach has not been cured within 30 days of notice of such breach.

11. Representation & Warranties.
Each party represents and warrants that it has the legal power and authority to enter into this Agreement. Canterris represents and warrants that it will provide the Service in a manner consistent with general industry standards reasonably applicable to the provision thereof. Customer represents and warrants that it has not falsely identified itself nor provided any false information to gain access to the Service, that Customer's billing information is correct, and that Customer will comply with all of its obligations hereunder. Customer further represents and warrants to Canterris that: (i) Customer Content and site do not and shall not contain any content, materials, data, work, trade or service mark, trade name, link, advertising or services that actually or potentially violate any applicable law or regulation or infringe or misappropriate any proprietary, intellectual property, contract or tort right of any person; and (iii) Customer owns the Customer Content and all proprietary or intellectual property rights therein, or has express written authorization from the owner to copy, use and display the Customer Content.

12. Mutual Indemnification.
Customer shall indemnify and hold Canterris, its licensors and each such party's parent organizations, subsidiaries, affiliates, officers, directors, employees, attorneys and agents harmless from and against any and all claims, costs, damages, losses, liabilities and expenses (including attorneys' fees and costs) arising out of or in connection with: (i) a claim alleging that use of the Customer Content infringes the rights of, or has caused harm to, a third party; (ii) a claim, which if true, would constitute a violation by Customer of the representations and warranties made herein; or (iii) a claim arising from the breach by Customer of this Agreement, provided in any such case that Canterris (i) gives written notice of the claim promptly to Customer (ii) gives Customer sole control of the defense and settlement of the claim (provided that Customer may not settle or defend any claim unless it unconditionally releases Canterris of all liability and such settlement does not affect Canterris's business or Service); (iii) provides to Customer all available information and assistance; and (iv) has not compromised or settled such claim.

Canterris shall indemnify and hold Customer and its parent organizations, subsidiaries, affiliates, officers, directors, employees, attorneys and agents harmless from and against any and all claims, costs, damages, losses, liabilities and expenses (including attorneys' fees and costs) arising out of or in connection with a claim alleging that the Service directly infringes a copyright, a Canadian patent or trademark of a third party; provided that Customer (i) promptly gives written notice of the claim to Canterris; (ii) gives Canterris sole control of the defense and settlement of the claim (provided that Canterris may not settle or defend any claim unless it unconditionally releases Customer of all liability); (iii) provides to Canterris all available information and assistance; and (iv) has not compromised or settled such claim. Canterris shall have no indemnification obligation, and Customer shall indemnify Canterris pursuant to this Agreement, for claims arising from any infringement arising from the combination of the Service with any of Customer's products, service, hardware or business process(s).

13. Local Laws and Export Control.
Canterris and its licensors make no representation that the Service is appropriate or available for use in other locations. If Customer uses the Service from outside Canada, Customer is solely responsible for compliance with all applicable laws, including without limitation export and import regulations of other countries. None of the Hosted Materials, nor any information acquired through the use of the Service, is or will be used for nuclear activities, chemical or biological weapons, or missile projects, unless specifically authorized by the Canadian Government for such purposes.

14. Notices.
Canterris may give notice by means of a general notice on the Service, electronic mail to Customer's e-mail address on record in Canterris's account information, or by written communication sent by priority mail or pre-paid post to Customer's address on record in Canterris's account information. Such notice shall be deemed to have been given upon the expiration of 48 hours after mailing or posting (if sent by first class mail or pre-paid post) or 12 hours after sending (if sent by email). Customer may give notice to Canterris (such notice shall be deemed given when received by Canterris) at any time by any of the following: letter sent by confirmed facsimile to Canterris at the following fax number: +1-403-242-4609; letter delivered by nationally recognized overnight delivery service or first class postage prepaid mail to Canterris at the following address Suite 205, 2770 - 3 Avenue N.E., Calgary, Alberta T2A 2L5, Canada.

15. Modification to Terms.
Canterris reserves the right to change the terms and conditions of this Agreement or its policies relating to the Service that are in the best interest of the Customer. No change the terms and conditions of this Agreement that would have an adverse affect on the Customer (reduced availability, reduced support, or an increase in fees outside the allowances set forth section 4b) will be binding unless in writing and signed by a duly authorized representative of all parties hereto.

16. Assignment.
This Agreement may not be assigned by Customer without the prior written approval of Canterris. Any purported assignment in violation of this section shall be void.

17. General.
This Agreement shall be governed by the laws of Alberta and controlling Canadian federal law, without regard to the choice or conflicts of law provisions of any jurisdiction, and any disputes, actions, claims or causes of action arising out of or in connection with this Agreement or the Service shall be subject to the exclusive jurisdiction of the provincial and federal courts located in the province of Alberta. No text or information set forth on any other purchase order, preprinted form or document (other than an Order Form, if applicable) shall add to or vary the terms and conditions of this Agreement. If any provision of this Agreement is held by a court of competent jurisdiction to be invalid or unenforceable, then such provision(s) shall be construed, as nearly as possible, to reflect the intentions of the invalid or unenforceable provision(s), with all other provisions remaining in full force and effect. No joint venture, partnership, employment, or agency relationship exists between Customer and Canterris as a result of this agreement or use of the Service. The failure of Canterris to enforce any right or provision in this Agreement shall not constitute a waiver of such right or provision unless acknowledged and agreed to by Canterris in writing. This Agreement, together with any applicable Registration Form, comprises the entire agreement between Customer and Canterris and supersedes all prior or contemporaneous negotiations, discussions or agreements, whether written or oral, between the parties regarding the subject matter contained herein. Canterris may, at its option, issue a press release and/or case study relating to this Agreement and require that Customer embed the "powered by Canterris Marketing Suite" logo on its Web sites.