Spexi Data Viewer Terms of Use

Last Updated: June 14, 2024

1. Introduction

     1.1.  In these Terms, “we”, “us” and “our” refers to Spexi and “you” and “your” refers to Customer.
     1.2. These Terms of Use do not alter in any way the terms or conditions of any other agreement between you and Spexi             that may apply to your paid use of the Service, the “Other Spexi Agreements”). If there is a conflict or inconsistency             between the Other Spexi Agreements and these Terms of Use, then the provisions of the Other Spexi Agreements             will govern to the extent of such conflict or inconsistency.
     1.3. An Order Form is agreed by the parties when both parties execute anOrder Form.
     1.4. Each Order Form agreed in accordance with Clause ‎1.3creates a distinct Agreement between Spexi and Customer             governed by these Terms.  

2. Definitions and Interpretation

     2.1. Capitalized words used in these Terms have the following meanings:
  • Affiliate: 
    An entity that Controls, is Controlled by, or is under common Control with the relevant entity when the parties agree an Order Form                                                                                             
  • Agreement:
    A contract between Spexi and  Customer comprised of the Order Form and these Terms, created when the  parties agree an Order Form in accordance with Clause ‎1.3.
  • API: The Spexi Imagery application  programming interface for the Service defined by Spexi and made available by Spexi  to Customer.
  • Applicable Law: The laws of any jurisdiction that  are applicable to this Agreement, to any of the parties hereto or to any  activity of any of the parties hereto, as amended and in force from time to  time, and the rules, regulations, orders, licenses or permits issued thereunder,  including any rules, regulations, orders, licenses and permits
  • Bespoke Content:
    Content that Customer specifically  requests, as set out in the Order Form.
  • Business Day:
    Any weekday other than a bank or  public holiday in Canada.
  • Business Hours:
    08:00 to 17:00 PST on a Business  Day.
  • Charges: 
    The charges and other payable  amounts specified in the Order Form and elsewhere in these Terms.
  • Confidential Information:
    Any information disclosed by or on  behalf of one party to the other (whether disclosed in writing, orally or  otherwise) that at the time of disclosure: (i) was marked or described as "confidential"; or (ii) should have been reasonably understood by  the receiving party to be confidential.
  • Content:
    Aerial imagery of regions requested  by Customer, including Bespoke Content, Custom Content and/or Standard Content,  as set out in the Order Form.
  • Control:
    The legal power to control  (directly or indirectly) the management of an entity (and "Controlled"  should be construed accordingly).
  • Custom Content:
    Content that includes any specific  mission types (such as a specified number of panos or mapping flight in a  specific Spexigon), AI layering or a refresh rate, as set out in the Order  Form.
  • Customer:
    The person or entity identified as  such in the Order Form.
  • Documentation:
    Any user documentation for the Service  produced by Spexi and made available by Spexi to Customer .
  • Effective Date: Means the date on which the Order  Form is agreed in accordance with Clause ‎1.3.
  • Force Majeure Event:
    An event, or a series of related  events, that is outside the reasonable control of the party affected (which  may include failures of the internet or any public telecommunications  network, hacker attacks, denial of service attacks, virus or other malicious  software attacks or infections, power failures, industrial disputes affecting  any third party, changes to the law, disasters, epidemics, pandemics,  explosions, fires, floods, riots, terrorist attacks and wars).
  • Initial Term:
    The period identified as the  initial term in the Order Form or, if no initial term is stated in the Order  Form, a period of 12 months beginning on the Effective Date.
  • Intellectual Property  Rights:
    All intellectual property rights  wherever in the world, whether registrable or unregistrable, registered or  unregistered, including any application or right of application for such  rights (and these "intellectual property rights" include copyright  and related rights, database rights, confidential information, trade secrets,  know-how, business names, trade names, trade marks, service marks, passing  off rights, unfair competition rights, patents, petty patents, utility  models, semi-conductor topography rights and rights in designs).
  • Order Form:
    An order form for the Service produced  by Spexi and provided to Customer incorporating these Terms by reference.
  • Platform:
    The Spexi Viewer platform,  including the application and database software for the Service, the system  and server software used to provide the Service, and the computer hardware on  which that application, database, system and server software is installed, managed  by Spexi and used by Spexi to provide the Content.
  • Platform Materials:
    Text, pictures, media, data,  information, content, records, files or other materials, (other than Content)  contained on or provided through the Platform.
  • Renewal Term:
    A period of 12 months beginning at  the end of the Initial Term or a Renewal Term.
  • Service:
    The Spexi Viewer service, being the  provision of Content via the Platform.
  • Spexi:
    Spexi Geospatial Inc., a federally  incorporated company operating in British Columbia, Canada (registration  number 793846510), having its registered office at 5398 Commodore Drive, Delta,  BC V4K 4Z6.
  • Standard Content:
    Standard Content that is stored and  indexed on the Platform and made available to Customer without any refresh or  change to the mission type within a standard spexigon, as set out in the  Order Form.
  • Support Services:
    Support in relation to the use of,  and the identification and resolution of errors in, the Service.
  • Supported Web Browser:
    The current release from time to  time of Microsoft Edge, Google Chrome or Apple Safari.
  • Term:
    The term of the Agreement,  commencing and ending in accordance with Clause ‎3.1.
  • Terms:
    These terms and conditions,  including the main body and the Schedules and any other documents expressly  incorporated by reference in these terms and conditions.
  • User:
    Your officers, employees, agents  and subcontractors that use the Service with your authority or by means of a User  ID.
  • User ID:
    The usernames, passwords and other  credentials enabling a User to access the Service, including access credentials  for the User Interface and the API.
  • User Interface:
    The interface for the Platform  designed to allow Users to access and use the Service.
     2.2. In these Terms, a reference to a statute or statutory provision includes a reference to that statute or statutory              provision as modified, consolidated and/or re-enacted from time to time and any subordinate legislation made              under that statute or statutory provision.
     2.3. Clause headings do not affect the interpretation of these Terms.
     2.4. In these Terms, general words shall not be given a restrictive interpretation by reason of being preceded or followed             by words indicating a particular class of acts, matters or things.

    3. Term

         3.1. The Agreement comes into force on the Effective Date and continues for the Initial Term and then automatically            extends for a Renewal Term at the end of the Initial Term and each subsequent Renewal Term, unless and until            terminated in accordance with Clause ‎15 or any other provision of these Terms.

    4. Service

         4.1. Subject to your payment of the Charges, we will provide you with and/or enable you to create the User IDs            necessary to enable you to access and use the Service, on or shortly after the Effective Date.  You acknowledge that            any delay by you in providing us with the details required to create User IDs may delay your access to and use of the            Service, and that we will not be responsible or liable for any such delay.
         4.2. We grant you a worldwide, non-exclusive license during the Term to use the Service by means of the User Interface             and the API for your business purposes in accordance with the Documentation and these Terms.  
         4.3. The license granted under Clause ‎4.2 is subject to the following limitations:
                 4.3.1. the User Interface may only be used by you or your Affiliates’ officers, employees, agents and subcontractors;
                 4.3.2. the User Interface must not be used at any point in time by more than the number of concurrent Users                         specified in the Order Form, providing that you may add Users at any time and remove Users at the start of                         any Renewal Term in accordance with the User- change tool within the Platform;
                 4.3.3. each User ID may only be used by one User; and
                 4.3.4 the API may only be used by an application or applications approved by us in writing and controlled by you.
                 4.4.1. use the Service in violation of these Terms, the Documentation or any other use guidelines we provide to                       you or are posted on the Platform, or of any Applicable Law, or in the case of third-party materials, websites or                       content accessed through or provided with the Spexi Network, the applicable third-party license agreement;
                 4.4.2. sub-license your right to access and use the Service;
                 4.4.3. authorize, permit, enable, induce or encourage any unauthorized person or application to access or use the                        Service;
                 4.4.4. use the Service or Platform Materials to provide the same, similar or competing services to third parties;
                 4.4.5. republish, redistribute, market, advertise, copy or store a significant portion of any Platform Materials;
                 4.4.6. conduct or request that any other person conduct any load testing or penetration testing on the Platform or                        Service without our prior written consent;
                 4.4.7. attempt to gain unauthorized access to the Service, or bypass any measures we may use to prevent or restrict                        access to the Service, attempt to circumvent the intended features, functionality or limitations of the Service,                        or otherwise use, copy, distribute, or make available the Service to permit timesharing, service bureau use or                        commercially exploit the Service;
                 4.4.8. remove or obscure any proprietary notices or labels on the Service, including brand, copyright, trademark and                        patent or patent pending notices;  
                 4.4.9. use the Service in any way that is unlawful, illegal, fraudulent, deceptive or harmful or in connection with any                        unlawful, illegal, fraudulent, deceptive or harmful purpose or activity; 
                 4.4.10. use the Service in any way that causes, or may cause, damage to the Service or Platform or impairment of                          the availability or accessibility of the Service;
                 4.4.11. disable, overly burden, impair, or otherwise interfere with servers or networks connected to the Service (e.g.,                         a denial-of-service attack);
                 4.4.12. use the Service in any way that uses excessive Platform resources and as a result is liable to cause a material                         degradation in the services provided by us to our other customers using the Platform; and you acknowledge                         that we may use reasonable technical measures to limit your use of Platform resources for the purpose of                         assuring services to our customers generally;
                 4.4.13. use the Service in a manner which, in our opinion, would tend to bring the Service, Spexi or any of our                          trademarks into public disrepute, contempt, scandal or ridicule, would adversely affect Spexi’s reputation or                          goodwill or any of our trademarks, or adversely affect the relationship between Spexi and any of our                          licensors or other users;  
                 4.4.14. copy, modify, reverse engineer, reverse assemble, disassemble, or decompile the Service or any part                          thereof or otherwise attempt to discover any source code; or  
                 4.4.15. conduct any systematic or automated data scraping, data mining, data extraction or data harvesting, or                         other systematic or automated data collection activity, by means of or in relation to the Service.
         4.5. You acknowledge that we may actively monitor you and your Users’ use of the Platform and Service and              immediately suspend or terminate your rights to access the Service if we believe that you have used the Service in              violation of the foregoing Clause 4.4.
         4.6. We test the Supported Web Browsers regularly to ensure compatibility with the Platform.  While other web browsers             may work with the Platform, we do not conduct regular testing on them, do not officially support them and give no             warranty or representation that the Platform will be compatible with a web browser that is not a Supported Web             Browser.  We encourage Users to use a Supported Web Browser to obtain the best experience and full functionality             of the Service
         4.7. Schedule 1 (Availability SLA) governs the availability of the Service.
         4.8.You have no right to access the software code (including object code, intermediate code and source code) of             the Platform or Service, either during or after the Term.
         4.9. We may suspend provision of the Service to you if any amount due to be paid by you to us under the Agreement              is overdue and we have given you at least 5 Business Days' written notice, following the amount becoming              overdue, of our intention to suspend the Service on this basis.

    5. Content

    •  5.1. We grant you a non-exclusive, worldwide license to access the Content during the Term and for your internal         business purposes, subject to the other provisions of this Clause
       5.2. Except to the extent required by law on anon-excludable basis, you must not:
               
              5.2.2 use the Content or any part of the Content in any way that is unlawful or in breach of any person's legal                     rights under any Applicable Law, or in any way that is offensive, indecent, discriminatory or                     otherwise objectionable; or
               
              5.2.1. Copy, transmit, store, edit, create derivative works of, publish, republish, sell, license, sub-license, rent,                   transfer, broadcast, distribute or redistribute the Content; or
               
              5.2.3 use the Content to compete with Spexi, whether directly or indirectly, or use the Content to create any                    products or services that compete with or are intended to compete with Spexi products or services; or
               
              5.2.4 use the Content to create, generate, train, verify or test any AI Systems that compete with or are                    intended to compete, or provide or will provide identical or similar functionality to, the Service or any other                    Spexi products or services.
               
       5.3. All Content remains owned by Spexi, including Standard Content, Custom Content and Bespoke Content, and         Customer shall not obtain ownership of any Content

    6. Scheduled maintenance

    • 6.1 We may from time to time suspend the Service for the purposes of scheduled maintenance to the Platform,       providing that such scheduled maintenance must be carried out in accordance with this Clause 6.

      6.2 We shall where practicable give you at least 5Business Days' prior written notice of scheduled maintenance that        will, or is likely to, affect the availability of the Service or have a material negative impact on the Service.

      6.3 We shall ensure that all scheduled maintenance is carried out outside Business Hours and that, during each calendar month, the aggregate period during which the Service is unavailable as a result of scheduled maintenance, or negatively affected by scheduled maintenance to a material degree, does not exceed two (2) hours.

    7. Support Communications

    • 7.1. We shall provide the Support Services to you during the Term with reasonable skill and care and in accordance         with Schedule 2 (Support SLA).

    • 7.2. We may suspend the provision of the Support Services if any amount due to be paid by you to us under the        Agreement is overdue and we have given you at least 5 Business Days' written notice, following the amount         becoming overdue, of our intention to suspend the Support Services on this basis.

    8. Charges and payments

    • 8.1. All amounts stated in or in relation to these Terms are, unless the context requires otherwise, stated exclusive of       any applicable value added taxes, which will be added to those amounts and payable by you to us.

    • 8.2. The Charges shall increase by 5% at the start of each Renewal Term.

    • 8.3. You must pay the Charges to us in accordance with the payment schedule in the Order Form, free and clear         without any set-off, counterclaim, deduction or withholding of any kind, save as may be required by law, within         the period of 10 Business Days following the date of an invoice by direct debit or bank transfer (using payment         details that we notify to you from time to time).

      8.4. If you do not pay any amount properly due to us under the Agreement, we may charge you interest on the        overdue amount at the rate of 4% per annum above the Bank of Canada base rate from time to time (which         interest will accrue daily until the date of actual payment and be compounded at the end of each calendar         month).  

    9. Confidentiality

    • 9.1 Each party must:

            9.1.1. keep the other party’s Confidential Information strictly confidential;

            9.1.2. not disclose the other party’s Confidential Information to any person without the other party’s prior                              written consent, and then only under conditions of confidentiality no less onerous than those contained in                these Terms;

            9.1.3. use the same degree of care to protect the confidentiality of the other party’s Confidential Information as it                uses to protect its own confidential information of a similar nature, being at least a reasonable degree of care;

            9.1.4. act in good faith at all times in relation to the other party’s Confidential Information; and

            9.1.5. not use or allow the use of any of the other party’s Confidential Information for any purpose other than                performing its obligations or exercising its rights under the Agreement.

      9.2. Notwithstanding Clause ‎9.1, each party may disclose the other party’s Confidential Information to its officers,        employees, professional advisers, insurers, agents and subcontractors who have a need to access the        Confidential Information for the performance of their work with respect to the Agreement and who are bound by a        written agreement or professional obligation to protect the confidentiality of the Confidential Information.

      9.3. This Clause ‎9 imposes no obligations on either party with respect to:

               9.3.1 Confidential Information that is known to it before disclosure under the Agreement and is not subject to any                   other obligation of confidentiality;

               9.3.2 Confidential Information that is or becomes publicly known through no act or default of the receiving                   party;

               9.3.3 Confidential Information that is obtained from a third party in circumstances where the receiving party has                    no reason to believe that there has been a breach of an obligation of confidentiality; or

      9.4. The restrictions in these Clause ‎9 do not apply to the extent that any Confidential Information is required to be         disclosed by any law or regulation, or by any judicial or governmental order or request, or pursuant to disclosure         requirements relating to the listing of the stock of the receiving party on any recognized stock exchange,         provided that, if a party makes a disclosure to which this Clause ‎9.4 applies then, to the extent permitted by         Applicable Law, it shall promptly notify the other party of the fact of the disclosure, the identity of the disclose         and the Confidential Information disclosed.

      9.5. The provisions of this Clause ‎9 shall continue in force indefinitely following termination of the Agreement.

    10. Warranties

    • 10.1.    We warrant to you that:

    •            10.1.1.  we have the legal right and authority to enter into the Agreement and to perform our obligations under                       the Agreement;

                 10.1.2. we have or have access to all necessary know-how, expertise and experience to perform our obligations                       under the Agreement.

      10.2. You warrant to us that you have the legal right and authority to enter into the Agreement and to perform your          obligations under the Agreement.

      10.3. All of the parties' warranties and representations in respect of the subject matter of the Agreement are expressly          set out in these Terms.  To the maximum extent permitted by Applicable Law, no other warranties or          representations concerning the subject matter of the Agreement will be implied into the Agreement or any          related contract.

    11. Indemnities

    • 11.1. You shall indemnify, defend, and hold harmless Spexi and its officers, directors, employees, agents, affiliates,         successors, assigns, and licensees from and against any losses, damages, liabilities, deficiencies, claims, actions,         judgments, settlements, interest, awards, penalties, fines, costs, or expenses of whatever kind, including         reasonable legal fees and the cost of enforcing any right to indemnification hereunder and the cost of pursuing         any insurance providers, arising out of or in connection with any third-party claim, suit, action, or proceeding         (each a "Third-Party Claim")relating to any actual or alleged infringement, violation or misappropriation of a third         party’s proprietary rights, intellectual property rights (except for copyright), or other rights arising out of your use         of the Content;

    • 11.2 Spexi shall indemnify, defend, and hold harmless you and your officers, directors, employees, agents, affiliates,        successors, assigns, and licensees from and against any Third-Party Claim relating to:

              11.2.1. any actual or alleged infringement, violation or misappropriation of a third party’s intellectual property or                   other rights arising out of Client’s use of the Platform (not including the Content);and

              11.2.2. any actual or alleged infringement of a third party’s copyright arising out of the delivery or use of the                    Content. In the event of any such Third-Party Claim, Spexi will secure such rights or delivery new Content                     in accordance with the Order Form, provided that the provision of such Service in accordance with your                     instructions set out in the Order Form are permitted by law. The forgoing is your sole remedy in the event                     of a Third-Party Claim relating to any actual or alleged copyright infringement.

      11.3. If we reasonably determine, or any third party alleges, that the use of the Platform (not including the Content) by         you in accordance with the Agreement infringes any person's Intellectual Property Rights, we may at our own         cost and expense:

               11.3.1. modify the Platform in such a way that it no longer infringes the relevant Intellectual Property Rights;                    or

               11.3.2. procure for you the right to use the Platform in accordance with the Agreement.

      11.4. Notwithstanding the foregoing Clauses 11.2-11.3, if any Claim is based on the following, Spexi will not be         responsible to indemnify Client:

              11.4.1. any combination of the Platform with services, products, programs, or data provided by a third party; or

              11.4.2. use of the Platform in violation of this Agreement or any Platform Terms.

    12. Acknowledgements and warranty limitations

    • 12.1 You acknowledge that:

    •        12.1.1. complex software is never wholly free from defects, errors and bugs, and we give no warranty or                                    representation that the Service will be wholly free from defects, errors and bugs;

    •         12.1.2. complex software is never entirely free from security vulnerabilities, and we give no warranty or                    representation that the Service will be entirely secure;

              12.1.3. the Service is designed to be compatible only with the Supported Web Browsers and software and                    systems specified as compatible in the Documentation, and we do not warrant or represent that the                    Service will be compatible with any other web browsers, software or systems;

              12.1.4. it is not possible for us to know or control what information is captured in Content, and we do not warrant                   or represent that the Content is accurate, complete, free of non-public information, information subject to                   data protection laws or information comprising third party Intellectual Property Rights or that it will meet                   your requirements or expectations or be suitable for any particular purposes, regardless of whether such                   requirements, expectations or purposes were made known to us; and

              12.1.5. we will not provide any legal, financial, accountancy or taxation advice under the Agreement or in relation                    to the Service, and we do not warrantor represent that the Service or the use of the Service by you will not                    give rise to any legal liability on the part of you or any other person.

    13. Limitations and exclusions of liability

    • 13.1. Nothing in these Terms will limit or exclude any liability for death or personal injury resulting from negligence,                 fraud or fraudulent misrepresentation or any other liability that cannot be excluded or limited under Applicable         Law.

      13.2. The limitations and exclusions of liability set out in this Clause ‎13 and elsewhere in these Terms are subject           to Clause ‎13.1 and govern all liabilities arising under the Agreement or relating to the subject matter of the           Agreement, including liabilities arising in contract, in tort (including negligence), performance of indemnity           obligations, and for breach of statutory duty, except to the extent expressly provided otherwise in these Terms.

      13.3. Neither party shall be liable to the other in respect of any losses arising out of a Force Majeure Event.

      13.4. We shall not be liable to you in respect of any:

               13.4.1. loss of profits or anticipated savings;

               13.4.2. loss of revenue or income;

               13.4.3. loss of use or production;

               13.4.4. loss of business, contracts or opportunities; or

               13.4.5. loss or corruption of any data, database or software.

      13.5. Except for a breach of confidentiality or its indemnification obligations hereunder, neither party shall be liable to          the other party in respect of any special, indirect or consequential loss or damage.

      13.6. Except for a breach of confidentiality or our indemnification obligations hereunder, our aggregate liability to you          under the Agreement shall not exceed the lesser of $50,000 or the Charges paid by you to us for the Service in          the 12 months preceding the event giving rise to the relevant liability.      

    14. Force Majeure Event

    • 14.1. If a Force Majeure Event gives rise to a failure or delay in either party performing any obligation under the         Agreement (other than any obligation to make a payment), that obligation will be suspended for the duration of         the Force Majeure Event.

    • 14.2. A party that becomes aware of a Force Majeure Event which gives rise to, or which is likely to give rise to, any          failure or delay in that party performing any obligation under the Agreement, must promptly notify the other and          inform the other of the period for which it is estimated that such failure or delay will continue.

    • 14.3. A party whose performance of its obligations under the Agreement is affected by a Force Majeure Event must          take reasonable steps to mitigate the effects of the Force Majeure Event.

    15. Termination

      • 15.1 Either party may terminate the Agreement at the end of the end of the Initial Term or any Renewal Term by giving        to the other party not less than30 days' prior written notice of termination.

        15.2. Either party may terminate the Agreement immediately by giving written notice of termination to the other          party if:

                15.2.1 the other party commits any material breach of the Agreement, and the breach is not remediable; or

                15.2.2. the other party commits a material breach of the Agreement, and the breach is remediable but the other                      party fails to remedy the breach within the period of 30 days following the giving of a written notice to the                      other party requiring the breach to be remedied.

        15.3. Subject to Applicable Law, either party may terminate the Agreement immediately by giving written notice of          termination to the other party if:

                 15.3.1. the other party is dissolved, ceases to conduct all (or substantially all) of its business, is or becomes                     unable to pay its debts as they fall due, is or becomes insolvent or is declared insolvent, or convenes a                     meeting or makes or proposes to make any arrangement or composition with its creditors;

                 15.3.2. an administrator, administrative receiver, liquidator, receiver, trustee, manager or similar is appointed over                      any of the assets of the other party; or

        15.4. We may terminate the Agreement for any reason in our sole discretion immediately by giving written notice to           you.

        16. Effects of termination

        • 16.1 On termination of the Agreement, you may not access any Content and must immediately cease using and return        or destroy all Content using a method or form authorized by Spexi.  If you wish to download any Content, you        must notify us of your request within 15 days of termination and we may agree to allow you to download specified        Content.  Any such agreement shall constitute a separate agreement to the Agreement and shall be subject to        you paying charges for the downloaded Content and to license terms that we will specify in writing in that        agreement.

          16.2 Within 30 days following the termination of the Agreement for any reason:

                 16.2.1 you must pay us any Charges in respect of Services provided to you before termination of the Agreement;                   and

                 16.2.2 we must refund you any Charges paid by you to us in respect of Services that were to be provided to                    you after termination of the Agreement, less any costs already paid or incurred by us in respect of those                    Services prior to the effective date of termination,

             without prejudice to the parties' other legal rights.

        17. Notices

        • 17.1 Any notice from one party to the other party under the Agreement must be given by email using the contact email       address setout in the Order Form for Customer and emily@spexi.com for Spexi.

          17.2 Notices shall be deemed to be received at the time of the sending of the email, provided that the sending        party retains written evidence that the email has been sent and provided that, if the stated time of deemed        receipt is not within Business Hours, then the time of deemed receipt shall be when Business Hours next begin        after the stated time.

          17.3 The addressee and contact details set out in the Order Form and Clause ‎17.1 maybe updated by a party giving         written notice of the update to the other party in accordance with this Clause ‎17.

          18. General

          • 18.1 We may subcontract any of our obligations under the Agreement.  We shall remain responsible to you for the         performance of any subcontracted obligations.  You acknowledge and agree that we may subcontract to any         reputable third party hosting business the hosting of the Platform and the provision of services in relation to the         support and maintenance of the Platform.

            18.2 We may assign, transfer or otherwise deal with our contractual rights and obligations under the Agreement. Save          to the extent expressly permitted by Applicable Law, you must not assign, transfer or otherwise deal with your          contractual rights and/or obligations under the Agreement without our prior written consent, such consent not to          be unreasonably withheld or delayed, providing that you may assign the entirety of your rights and obligations          under the Agreement to any Affiliate of yours or to any successor to all or a substantial part of your business.

          • 18.3 No breach of any provision of the Agreement will be waived except with the express written consent of the party         not in breach.  No waiver of any breach of any provision of the Agreement shall be construed as a further or         continuing waiver of any other breach of that provision or any breach of any other provision of the Agreement.

            18.4. If a provision of the Agreement is determined by any court or other competent authority to be unlawful and/or         unenforceable, the other provisions will continue in effect.  If any unlawful and/or unenforceable provision of the         Agreement would be lawful or enforceable if part of it were deleted, that part will be deemed to be deleted, and         the rest of the provision will continue in effect.

            18.5. The Agreement is for the benefit of the parties and is not intended to benefit or be enforceable by any third          party. The exercise of the parties' rights under the Agreement is not subject to the consent of any third party.

            18.6. The Agreement may not be varied except in accordance with this Clause 18.6 The Agreement may be varied by          means of a written document signed by or on behalf of each party.  We may vary the Agreement by giving you          at least 30 days' written notice of the proposed variation, providing that if we give you a notice under this Clause ‎         18.6, you shall have the right to terminate the Agreement by giving us written notice of termination at any time          during the period of 14 days following receipt of our notice.

            18.7. The Order Form and these Terms constitute the entire agreement between the parties in relation to the subject          matter of the Agreement and shall supersede all previous agreements, arrangements and understandings          between the parties in respect of that subject matter.  Subject to Clause ‎13.1, neither party will have any remedy          in respect of any misrepresentation (whether written or oral) made to it upon which it relied in entering into the          Agreement.

            18.8 The Agreement shall be governed by and construed in accordance with the laws of the Province of British         Columbia, Canada. The parties hereto hereby irrevocably attorn to the jurisdiction of the courts in the Province of         British Columbia, Canada and with respect to any and all issues arising from these terms.