1. Definitions

(a) “Aggregated Statistics” means data and information related to your use of the Services that is used by eBase in an aggregate and anonymized manner, including to compile statistical and performance information related to the provision and operation of the Services.

(b) “Authorized User” means your employees or independent contractors who are authorized by you to use the Services and communicate on your behalf with eBase.

(c) “Confidential Information” has the meaning set forth in Section 7.

(d) “Documentation” means eBase’s user manuals, handbooks, and guides (including the Customer Support Operations Guide) relating to the Services provided by eBase to You electronically, as may be updated from time to time to reflect changes to the Services (provided that such changes may not materially diminish the features or functions of the Services).

(e) “eBase IP” means the Services and Documentation, and any and all other intellectual property provided to You or any Authorized User in connection with the foregoing. For the avoidance of doubt, eBase IP includes eBase Marks, Aggregated Statistics and any information, data, or other content derived from Your and Authorized Users’ use of the Services, but does not include Your Data.

(f) “eBase Marks” means the trademark, service mark, trade name, or other indicia whether registered or unregistered, listed registrations and applications and any registrations which may be granted pursuant to such applications.

(g) “Feedback” has the meaning set forth in Section 9(c).

(h) “Fees” has the meaning set forth in Section 6(a).

(i) “Law” means any statute, law, by-law, ordinance, regulation, rule, code, order, constitution, treaty, common law, judgment, decree, or other requirement of any federal, provincial, territorial, municipal, local or foreign government or political subdivision thereof, or any arbitrator, court, board, administrative agency or tribunal of competent jurisdiction in effect and made from time to time. 

(j) “Initial Term” has the meaning set forth in Section 13(a).

(k) “Insolvency Event” means when a Party (A) becomes insolvent or is generally unable to pay, or fails to pay, its debts as they become due; (B) files or has filed against it, a petition for voluntary or involuntary bankruptcy or otherwise becomes subject, voluntarily or involuntarily, to any proceeding under any domestic or foreign bankruptcy or insolvency law; (C) makes or seeks to make a general assignment for the benefit of its creditors; or (D) applies for or has appointed a receiver, trustee, custodian, or similar agent appointed by order of any court of competent jurisdiction to take charge of or sell any material portion of its property or business

(l) “Losses” has the meaning set forth in Section 11.

(m) “Order Form” means the eBase Solutions Order Form to which these eBase Terms of Service are attached.

(n) “Party” means eBase or You individually, as applicable, and “Parties” means eBase and You collectively.

(o) “Personal Information” means information about an identifiable individual as defined in the Personal Information Protection and Electronic Documents Act and which is processed by eBase on Your behalf in connection with the Services.

(p) “Renewal Term” has the meaning set forth in Section 13(a).

(q) “Security Breach” has the meaning set forth in Section 8(b).

(r) “Service Suspension” has the meaning set forth in Section 3(d).

(s) “Services” means the services described in Exhibit A and access to applicable Documentation.

(t) “Term” has the meaning set forth in Section 13(a).

(u) “Third-Party Claim” has the meaning set forth in Section 11. 

(v) “Trading Partner” means a business trading partner with whom you trade goods or services using electronic communication.

(w) “Your Data” means, other than Aggregated Statistics, information, data, and other content, in any form or medium, that is submitted, posted, or otherwise transmitted by or on behalf of You or an Authorized User through the Services.

2. Order Form

You and eBase acknowledge and agree that the Order Form will be governed by and shall incorporate by reference these Terms.

3. Use of Services

(a) Use of Services. Subject to Your payment of Fees and compliance with the terms and conditions of these Terms, eBase hereby grants You a non-exclusive, non-transferable, non-sublicensable right to use the Services during the Term, solely for use by Authorized Users for Your internal business purposes in accordance with the terms and conditions herein. The Services may include, where applicable, the use of certain eBase software.

(b) Use Restrictions. You shall not use the Services for any purposes beyond the scope in Section 3(a) or as otherwise expressly contemplated in these Terms or the Order Form. Without limiting the foregoing, You shall not at any time, directly or indirectly, and shall not permit any Authorized Users to: (i) copy, modify, or create derivative works of any software component or other component of the Services, in whole or in part; (ii) rent, lease, lend, sell, license, sublicense, assign, distribute, publish, transfer, or otherwise make available any software component or other component of the Services to anyone other than Authorized Users; (iii) reverse engineer, disassemble, decompile, decode, adapt, or otherwise attempt to derive or gain access to the source code for any software component of the Services, in whole or in part; (iv) remove or obstruct any proprietary notices from any software component or other component of the Services; or (v) use the Services in any manner or for any purpose that infringes, misappropriates, or otherwise violates any intellectual property right, privacy right, personality right, or other right of any person, or that violates any applicable Law.

(c) Reservation of Rights. eBase reserves all rights not expressly granted to You in these Terms. Except for the limited rights and licences expressly granted under these Terms, nothing in these Terms grants, by implication, waiver, estoppel, or otherwise, to You or any third party any intellectual property rights or other right, title, or interest in or to eBase IP.

(d) Suspension. Notwithstanding anything to the contrary in these Terms, eBase may temporarily suspend Your and any Authorized User’s us of any portion or all of the Services if: (i) eBase reasonably determines that (A) there is a threat or attack on any of the eBase IP, (B) You breach Your payment obligations under these Terms, (C) You are in breach of you obligations set forth in Section 4 (D) subject to applicable Law, You have ceased to continue Your business in the ordinary course or have been subject to an Insolvency Event, or (E) eBase’s provision of the Services to You or any Authorized User is prohibited by applicable Law; (ii) any vendor of eBase has suspended or terminated eBase’s access to or use of any third-party services or products required to enable Your use of the Services; or (iii) in accordance with Section 6(a) (any such suspension described in subclause (i), (ii), or (iii), a “Service Suspension”). eBase shall use commercially reasonable efforts to provide written notice of any Service Suspension to You and to provide updates regarding resumption of use of the Services following any Service Suspension. We shall use commercially reasonable efforts to resume providing You with use of the Services as soon as reasonably possible after the event giving rise to the Service Suspension is cured. We will have no liability for any damage, liabilities, losses (including any loss of data or profits), or any other consequences that You may suffer or incur as a result of a Service Suspension. 

(e) Aggregated Statistics. Notwithstanding anything to the contrary in these Terms, We may monitor Your use of the Services and collect and compile Aggregated Statistics. As between You and Us, all right, title, and interest in Aggregated Statistics, and all intellectual property rights therein, belong to and are retained solely by eBase. You acknowledge that We may compile Aggregated Statistics based on Your Data. You agree that eBase may (i) make Aggregated Statistics available to third parties in compliance with applicable Law, and (ii) use Aggregated Statistics to the extent and in the manner permitted under applicable Law. 

(f) eBase Marks. eBase may use the eBase Marks in connection with the branding, promotion, marketing, advertising, distribution, and licensing of the Services. You acknowledge that eBase is the owner of the eBase Marks and all goodwill related thereto, and all use of the eBase Marks under these Terms and any goodwill accruing from such use will inure solely to eBase’s benefit. Except to the extent You access the eBase Marks included by eBase in the Services, You shall not use the eBase Marks (or any mark confusingly similar thereto) in any manner whatsoever, including individually or in combination, as part of (a) Your corporate or trade name, or (b) any domain name. You agree not to directly or indirectly (a) take, omit to take, or permit any action which will or may dilute the eBase Marks or tarnish or bring into disrepute the reputation of or goodwill associated with the eBase Marks or eBase, or which will or may invalidate or jeopardize any registration of the eBase Marks; or (b) apply for, or obtain, or assist any person in applying for or obtaining any registration of the eBase Marks, or any trademark, service mark, trade name, or other indicia confusingly similar to the eBase Marks.

4. Your Responsibilities

(a) General. You are responsible and liable for all uses of the Services, directly or indirectly, whether such use is permitted by or in violation of these Terms. Without limiting the generality of the foregoing, You are responsible for all acts and omissions of Authorized Users, and any act or omission by an Authorized User that would constitute a breach of these Terms if taken by You will be deemed a breach of these Terms by You. You shall use all reasonable efforts to make all Authorized Users aware of these Terms as applicable to such Authorized User’s use of the Services and shall cause Authorized Users to comply with such provisions.

(b) Your Data shall not:

A. Violate any applicable Law including any Laws regarding the export of data, import of software, patent, trademark, trade secret, copyright, or other intellectual property rights, legal rights (including the rights of publicity and privacy of others) or contain any material that could give rise to any civil or criminal liability under applicable Laws or that otherwise may be in conflict with these Terms.

B. In any manner violate any third party right or any agreement between you and a third party.

C. Include or contain any material that is exploitive, obscene, harmful, threatening, abusive, harassing, hateful, defamatory, sexually explicit or pornographic, violent, inflammatory, or discriminatory based on race, sex, religion, nationality, disability, sexual orientation, or age or other legally prohibited ground or that is otherwise objectionable, such determination to be made in Our sole discretion.

D. Involve, provide, or contribute any false, inaccurate, or misleading information. 

E. Impersonate or attempt to impersonate Us, Our employee(s), another user, or any other person or entity (including by using email addresses, or screen names associated with any of the foregoing or that are not yours).

F. Transmit, or procure the sending of, any advertisements, promotions, or sales, or encourage any other commercial activities, including any “spam”, “junk mail”, “chain letter”, contests, sweepstakes or other sales promotions, barter, or advertising or any other similar solicitation. 

G. Promote any illegal activity, or advocate, promote, or assist any unlawful act.

(c) We have the right, without notice, to:

A. Remove or refuse to process, use or store any of Your Data for any or no reason in our sole discretion.

B. At all times, take such actions with respect to any of Your Data that We deem necessary or appropriate in our sole discretion.

C. Fully cooperate with any law enforcement authorities or court order and take appropriate legal action, including referral to law enforcement or any other governmental authority, with respect to Your Data or Your use of any of the Services. 

5. Support

Subject to the terms and conditions of these Terms, We shall use commercially reasonable efforts to provide support services as set out in Exhibit A to these Terms. 

6. Fees and Payment

(a) Fees. You shall pay eBase the fees (“Fees”) as set forth in the Order Form without off-set or deduction. You shall make all payments in Canadian dollars on or before the due date set forth in the Order Form. If You fail to make any payment when due, without limiting eBase’s other rights and remedies: (i) We may charge interest on the amounts due and owed to Us until paid in full at the rate of one and half percent (1.5%) per month (equivalent of 18 percent (18%) per annum) calculated and payable weekly, not in advance, both before and after default and judgment, with interest on overdue interest at the same rate; (ii) You shall reimburse eBase for all reasonable costs incurred by eBase in collecting any late payments or interest, including legal fees, court costs, and collection agency fees; and (iii) if such failure continues for fifteen (15) days or more, We may suspend Your use of any portion or all of the Services until such amounts are paid in full.

(b) Taxes. All Fees and other amounts payable by You under these Terms are exclusive of taxes and similar assessments. You are responsible for all harmonized sales tax (HST), provincial sales tax (PST), goods and services tax (GST), value added tax, use and excise taxes, and any other similar taxes, duties, and charges of any kind imposed by any federal, provincial, territorial, or local governmental entity on any amounts payable by You hereunder, other than any taxes imposed on Our income.

7. Confidential Information

From time to time during the Term, either Party may disclose or make available to the other Party information or data about its business, including its products, customers, finances, marketing, intellectual property, trade secrets, third-party confidential information, and other sensitive or proprietary information, whether orally or in written, electronic, or other form or media, whether or not marked, designated, or otherwise identified as “confidential” (collectively, “Confidential Information”). Confidential Information does not include information or data that is: (a) in the public domain at the time of disclosure or if and when such information or data enters the public domain through no fault of the receiving Party; (b) known to the receiving Party at the time of disclosure as properly evidenced by the receiving Party’s records; (c) rightfully obtained by the receiving Party on a non-confidential basis from a third party; or (d) independently developed by the receiving Party as properly evidenced by the receiving Party’s records. The receiving Party shall not disclose the disclosing Party’s Confidential Information to any person or entity, except to the receiving Party’s employees and independent contractors (and, in the case of eBase, its subcontractors) who have a need to know the Confidential Information for the receiving Party to exercise its rights or perform its obligations hereunder. Notwithstanding the foregoing, each Party may disclose Confidential Information to the limited extent required (i) in order to comply with the order of a court or other governmental body, or as otherwise necessary to comply with applicable Law, provided that the Party making the disclosure pursuant to the order shall first have given written notice to the other Party and made a reasonable effort to obtain a protective order; or (ii) to establish a Party’s rights under these Terms, including to make required court filings. Each Party’s obligations of non-disclosure with regard to Confidential Information are effective as of the Effective Date and will expire seven (7) years from the date first disclosed to the receiving Party; provided, however, with respect to any Confidential Information that constitutes a trade secret (as determined under applicable Law), such obligations of non-disclosure will survive the termination or expiration of the Order Form and these Terms for as long as such Confidential Information remains subject to trade secret protection under applicable Law.

8. Privacy and Data Security

(a) Compliance with Law. The Parties shall comply with all applicable privacy laws, including the Personal Information Protection and Electronic Documents Act or any replacement thereof, with respect to any Personal Information collected, used or disclosed hereunder. Without limiting the generality of the foregoing, You represent that any Personal Information provided to eBase will have been duly collected and disclosed in accordance with such laws. eBase shall access, use and disclose Personal Information only as required to deliver the Services.

(b) Data Security. eBase shall limit access to Personal Information to only its employees, independent contractors, subcontractors and agents who (i) need to have access to Personal Information, solely as required to deliver the Services, and (ii) are bound by written obligations to protect the confidentiality of Personal Information. eBase shall implement reasonable administrative, technical, physical and contractual measures to protect Personal Information against loss, theft or unauthorized access, use or disclosure (a “Security Breach”), consistent with industry practice. If eBase becomes aware of a Security Breach, eBase shall promptly notify You and take commercially reasonable steps to contain and mitigate the Security Breach.

(c) Cooperation. eBase shall reasonably cooperate with You in connection with (i) any complaint or inquiry received from a government authority which relates to Personal Information; or (ii) any request from an individual to exercise their rights under applicable privacy law. If eBase receives any such complaint, inquiry or individual request, eBase shall promptly notify You.

(d) Retention. eBase shall retain Personal Information only for as long as necessary to deliver the Services. Upon termination of these Terms for any reason, eBase shall securely destroy all Personal Information. 

9. Intellectual Property Ownership; Feedback

(a) eBase IP. You acknowledge that, as between You and eBase, eBase owns all right, title, and interest, including all intellectual property rights, in and to the eBase IP. 

(b) Your Data. With the exception of metadata (including statistics and logs) and technical information relating to the Services, eBase acknowledges that, as between eBase and You, You own all right, title, and interest, including all intellectual property rights, in and to the Your Data. eBase shall not collect, use, store or disclose any information about Your use of the Services or other metadata (including statistics and logs), except for the collection, use, and storage of limited technical information necessary to provide the Services or as Aggregated Statistics. You are solely responsible for: (i) Your provision and use of Your Data with the Services; (ii) the accuracy, quality and content of the Your Data; (iii) assessing the Services suitability for Your intended use; and (iv) obtaining all necessary rights, consents and permissions to use Your Data in association with the Services in accordance with these Terms. You will comply with all applicable Laws, in the provision and use of Your Data in connection with the Services. You grant Us and our subcontractors a worldwide, irrevocable, non-transferable, non-assignable (except as permitted under these Terms), sub-licensable, royalty-free, non-exclusive license to access, retrieve, store, copy, display, distribute, transmit and otherwise use Your Data as follows: 

A. in connection with maintaining, providing and/or making available the Services; and

B. as reasonably required in order to cooperate with legitimate governmental requests, subpoenas or court orders provided that eBase gives You reasonable notice of the demand to allow You to seek a protective order or other appropriate remedy unless eBase is legally prohibited from doing so.

(c) Feedback. If You or any of Your employees or contractors send or transmit any communications or materials to eBase by mail, email, telephone, or otherwise, suggesting or recommending changes to the eBase IP, including new features or functionality relating thereto, or any comments, questions, suggestions, or the like (“Feedback”), eBase shall own and be free to use such Feedback irrespective of any other obligation or limitation between the Parties. You hereby assign and agree to assign to Us all right, title, and interest, including all intellectual property rights, in and to, and eBase is free to use, without any attribution or compensation to You or any other person, any and all Feedback.  For certainty, eBase is not required to use any Feedback.

10. Limited Warranty and Warranty Disclaimer

(a) Unless otherwise identified by eBase, eBase does not make any representations, warranties or guarantees regarding uptime or availability of the Services. 

(b) You represent and warrant that (A) Your Data shall be current and accurate; (B) any communications by Us on Your behalf with Your clients or end-customers as part of the Services shall comply with all applicable Law, including all so called anti-spam Laws, and You shall be solely responsible for any breach of applicable Law arising from the same.

(c) THE SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE”, AND MAY INCLUDE ERRORS, OMISSIONS, OR OTHER INACCURACIES. YOUR USE OF THE SERVICES IS AT YOUR OWN RISK. WE DISCLAIM ALL REPRESENTATIONS, WARRANTIES AND CONDITIONS (EXPRESS, IMPLIED, OR ARISING BY STATUTORY OR OTHERWISE IN LAW OR EQUITY OR BY CUSTOMER OR FROM A COURSE OF DEALING OR USAGE OF TRADE) IN CONNECTION WITH THE SERVICES, INCLUDING ANY WARRANTIES AND CONDITIONS OF QUALITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, COMPLETENESS, PERFORMANCE, AND NON-INFRINGEMENT. WE MAKE NO REPRESENTATION OR WARRANTY AND THERE IS NO CONDITION THAT THE SERVICES WILL OPERATE ERROR FREE OR IN AN UNINTERRUPTED FASHION, OR THAT THE SERVICES WILL BE SECURE. WE ARE NOT RESPONSIBLE FOR THE SECURITY OF ANY INFORMATION TRANSMITTED TO OR FROM THE SERVICES. YOUR SOLE AND EXCLUSIVE REMEDY FOR DISSATISFACTION WITH THE SERVICES IS TO STOP USING THEM. 

11. Indemnification

You shall indemnify, hold harmless, and, at eBase’s option, defend Us, Our affiliates, directors, officers, employees, partners, suppliers, subcontractors, and agents (“Indemnified Parties”) from and against any and all losses, damages, liabilities, costs (including reasonable legal fees) (“Losses”) suffered or incurred by such Indemnified Party resulting from any third-party claim, suit, action, or proceeding (“Third-Party Claim”) that Your Data, or any use of the Your Data in accordance with these Terms, infringes or misappropriates ay third party’s intellectual property rights and any Third-Party Claims based on Your or any Authorized User’s (i) negligence or wilful misconduct; (ii) use of the Services in a manner not authorized by these Terms; (iii) breach of Section 10(b); (iv) use of the Services in combination with data, software, hardware, equipment or technology not provided by eBase or authorized by eBase in writing; or (v) modifications to the Services not made by eBase, provided that You may not settle any Third-Party Claim against eBase unless eBase consents to such settlement, and further provided that We will have the right, at Our option, to defend itself against any such Third-Party Claim or to participate in the defence thereof by counsel of Our own choice. 

12. Limitations of Liability

IN NO EVENT WILL EBASE OR ANY INDEMNIFIED PARTIES BE LIABLE UNDER OR IN CONNECTION WITH THESE TERMS UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, AND OTHERWISE, FOR ANY: (a) CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, AGGRAVATED, OR PUNITIVE DAMAGES; (b) INCREASED COSTS, DIMINUTION IN VALUE, OR LOST BUSINESS, PRODUCTION, REVENUES, OR PROFITS; (c) LOSS OF GOODWILL OR REPUTATION; (d) USE, INABILITY TO USE, LOSS, DAMAGE, INTERRUPTION, DELAY OR RECOVERY OF ANY DATA, OR BREACH OF DATA OR SYSTEM SECURITY; OR (e) COST OF REPLACEMENT GOODS OR SERVICES, IN EACH CASE REGARDLESS OF WHETHER EBASE WAS ADVISED OF THE POSSIBILITY OF SUCH LOSSES OR DAMAGES OR SUCH LOSSES OR DAMAGES WERE OTHERWISE FORESEEABLE. IN NO EVENT WILL EBASE’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, AND OTHERWISE EXCEED THE TOTAL AMOUNTS PAID TO EBASE UNDER THE ORDER FORM IN THE TWELVE (12) MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO THE CLAIM. 

13. Term and Termination

(a) Term. Unless otherwise specified in the Order Form, the initial term of the Oder From and these Terms begins on the Effective Date and, unless terminated earlier pursuant to the express provisions of these Terms, will continue in effect until three (3) years from such date (the “Initial Term”). The Order Form and these Terms will automatically renew for additional successive twelve (12) month term(s) (each a “Renewal Term” and together with the Initial Term, the “Term”) unless earlier terminated pursuant to the express provisions these Terms or if either Party gives the other Party written notice of non-renewal at least ninety (90) days prior to the expiration of the then-current Initial Term or Renewal Term, as applicable.

(b) Termination. In addition to any other express termination right set forth in these Terms:

A. eBase may terminate the Order Form, effective on written notice to You if (A) You fail to pay any amount when due hereunder, and such failure continues more than fifteen (15) days after Our delivery of written notice thereof; or (B) You breach Sections 3(b) or 4(b);

B. either Party may terminate the Order Form, effective on written notice to the other Party, if the other Party materially breaches these Terms, and such breach: (A) is incapable of cure; or (B) being capable of cure, remains uncured thirty (30) days after the non-breaching Party provides the breaching Party with written notice of such breach; or

C. either Party may terminate the Order Form, effective immediately upon written notice to the other Party, if the other Party becomes subject to an Insolvency Event.

(c) Effect of Expiration or Termination. Upon expiration or earlier termination of the Order Form You shall immediately discontinue use of the eBase IP, Confidential Information and the Services. On the expiration or termination of the Order Form, You shall promptly return to Us all copies, whether in written, electronic, or other form or media, of Our Confidential Information and eBase IP, or destroy all such copies (or in the case of electronic copies, permanently delete such copies, except for electronic copies previously archived in the ordinary course of Your business, which shall be permanently deleted in the ordinary course and until such deletion shall continue to be subject to the restrictions in these Terms) and certify in writing to Us that such Confidential Information and eBase IP has so been returned, destroyed or deleted. No expiration or termination will affect Your obligation to pay all Fees that may have become due before such expiration or termination or entitle You to any refund.

(d) Survival. Section 11(d), Section 4, Section 6, Section 7, Section 8, Section 8(b), Section 11, Section 12, and Section 14 shall survive any termination or expiration of the Order Form. 

Miscellaneous

You agree that, while these Terms are in effect, eBase may identify You as a customer in public relations and marketing materials, including identification on Our website, and use Your corporate name and logo. If any provision of these Terms is unlawful, void, or unenforceable, then that provision shall be deemed severed from the remaining provisions and shall not affect the validity and enforceability of the remaining provisions. All rights and remedies of Ours granted or recognized in these Terms are cumulative, are in addition to and not in substitution for any rights or remedies at law and may be exercised at any time and from time to time independently or in any combination. In these Terms (a) references to currency are to the lawful money of Canada, (b) “person” includes individuals, corporations, partnerships, joint ventures, associations, trusts, unincorporated organizations, societies and all other organizations and entities recognized by law, and (c) “including” (and similar variations) means including without limitation. These Terms represent the entire agreement between You and Us with respect to use of the Services and they supersede all prior or contemporaneous terms, agreements, communications and proposals, whether electronic, oral, or written between You and Us with respect to any of the foregoing. No waiver of or consent to depart from the requirements of any provision of these Terms shall be binding against either Party unless it is in writing and is signed by the Party giving it. Such waiver or consent shall be effective only in the specific instance and for the specific purpose for which it has been given and shall not be deemed or constitute a waiver of any other provision (whether or not similar) nor shall such waiver constitute a continuing waiver unless otherwise expressly provided. The failure of either Party to exercise, and any delay of either Party in exercising, any of its rights hereunder, in whole or in part, shall not constitute or be deemed a waiver or forfeiture of such rights, neither in the specific instance nor on a continuing basis.  No single or partial exercise of any such right shall preclude any other or further exercise of such right or the exercise of any other right. The Indemnified Parties are third party beneficiaries under these Terms. By entering into the Order Form, you acknowledge that eBase acts as trustee for the Indemnified Parties with respect to all rights arising in favour of any such Indemnified Party and eBase has agreed to accept such trust and hold and enforce such rights on behalf of each such Indemnified Party.  There are no other third-party beneficiaries of these Terms. In no event shall We be liable to You, or be deemed to have breached these Terms, for any failure or delay in performing Our obligations under these Terms, if and to the extent such failure or delay is caused by any circumstances beyond Our reasonable control, including acts of God, epidemics, pandemics, including the 2019 novel coronavirus disease (COVID-19) pandemic, flood, fire, earthquake, explosion, war, terrorism, invasion, riot or other civil unrest, strikes, labour stoppages or slowdowns or other industrial disturbances, or passage of law or any action taken by a governmental or public authority, including imposing an embargo. You may not assign, transfer or delegate these Terms without Our prior written consent. Any purported assignment, transfer or delegation will be null and void. We may assign, transfer or delegate these Terms without restriction. These Terms will enure to the benefit of and will be binding on You and Us and Your respective successors and permitted assigns. These Terms and the Order Form, and all matters arising out of or relating to these Terms, whether sounding in contract, tort, or statute, are governed by, and construed in accordance with, the laws of the Province of Ontario and the federal laws of Canada applicable therein, without giving effect to any choice or conflict of law provision or rule that would cause the application of the laws of any other jurisdiction. Any legal suit, action, litigation, or proceeding of any kind whatsoever in any way arising out of, from or relating to these Terms, the Services provided hereunder, and all contemplated transactions, shall be instituted in the federal and provincial courts located in Toronto, Ontario and each Party irrevocably submits to the non-exclusive jurisdiction of such courts in any such suit, action, litigation, or proceeding. The Parties irrevocably and unconditionally waive any objection to the venue of any legal suit, action, litigation, or proceeding in such courts and irrevocably waive and agree not to plead or claim in any such court that any such action or proceeding brought in any such court has been brought in an inconvenient forum. You acknowledge and agree that a breach or threatened breach by You of any of Your obligations under these Terms would cause Us irreparable harm for which monetary damages would not be an adequate remedy and that, in the event of such breach or threatened breach, We will be entitled to equitable relief, including a restraining order, an injunction, specific performance, and any other relief that may be available from any court, without any requirement to post a bond or other security, or to prove actual damages or that monetary damages are not an adequate remedy. Such remedies are not exclusive and are in addition to all other remedies that may be available at law, in equity or otherwise.