This Hosting Agreement (“Agreement”) is a binding legal agreement between you (either an individual or a legal entity and referred to herein as “you”) and JanusVR Inc. (“Provider”), and is made effective as of the date of electronic acceptance (“Effective Date”). This Agreement sets forth the terms and conditions of your use of Provider’s hosting services (the “Services” as defined herein) as described below, and represents the entire agreement between you and Provider concerning the Service.
Please read this Agreement carefully before checking the "I Agree" checkbox, and downloading, installing, accessing or using the Application (as defined below).
The Services are available only to users who can form legally binding contracts under applicable law. By using the Services, you represent and warrant that you are (i) at least eighteen (18) years of age, (ii) otherwise recognized as being able to form legally binding contracts under applicable law, and (iii) are not a person barred from purchasing or receiving the Services found under the laws of Canada or any other applicable jurisdiction.
If you are entering into this agreement on behalf of your employer, or your client (and you have the legal authority to sign contracts on their behalf), then “you” refers to that entity. If not, then this agreement binds you personally.
Your access to and use of the Services is conditioned on your acceptance of and compliance with the terms and conditions of this Agreement (“Terms”). If you have previously accessed or used the Services, your continued access to and use of the Services is conditioned on your acceptance of and compliance with the Terms and these Terms are deemed to apply retroactively to your previous access and use of the Services.
By checking the "I Agree" checkbox, you are agreeing to be bound by the Terms.
If you do not agree to the Terms, do not check the "I Agree" checkbox and do not access or use the Services, or any part thereof.
“Account” means a user account setup by you using the JanusVR Website in order to access and use the Services.
“Application” means any Provider software, program or application for, without limitation, providing a virtual reality web browser experience, and which may be downloadable from JanusVR Websites or websites operated by others. The Application includes any items incorporated within Provider’s software, program or application (including any images, photographs, clipart, libraries, and examples). The Application further includes any items related to the software, program or application (including any application program interface, tool, code, plugin, importer, exporter, or executable).
“JanusVR Websites” means websites operated by Provider, including http://janusvr.com/, http://www.janusvr.com/ and http://vesta.janusvr.com/.
“Hosting Plan” means Payment Terms and Plan Characteristics for a particular hosting plan as offered and described by the Provider on the JanusVR Website (and, for Hosting Plans available as of the writing of this Agreement, listed in Exhibit A), and as selected by you on the JanusVR Website, for the provision of the Services.
“Hosted Website” means your virtual reality website to be hosted by Provider pursuant to the Services, associated with your Account, and accessible using the Application or an internet browser.
“Payment Terms” means any and all payment terms, including pricing, as specified on the JanusVR Website for different hosting plans offered by Provider for the provision of the Services. Such terms are incorporated herein by reference. If the description of any payment policies set out below in Article 4 conflict with the Payment Terms, the Payment Terms shall prevail, unless otherwise expressly agreed by the Parties.
“Plan Characteristics” means any and all features and limitations, as may be specified on the JanusVR website, relating to your use and access to the Services, according to different hosting plans offered by Provider. Such features and limitations are incorporated herein by reference. If the description of the Services set out below in Article 3 conflicts with the Plan Characteristics, the Plan Characteristics shall prevail, unless otherwise expressly agreed by the Parties.
“Renewal Term” has the meaning given to it in Section 11.2.
“Services” has the meaning given to it in Section 3.1.
“Term” has the meaning given to it in Section 11.1.
“Terms” has the meaning given to it in the Preamble; and is not to be confused with “Term” which is unrelated.
“Website Data” means material including, without limitation, objects, libraries, text, data, information, images, audio material, video material and audio-visual material of the Hosted Website, or that is generated or derived from, or related to, your use of the Services. For clarity, Website Data includes any data uploaded to Provider’s servers by you or users of the Hosted Website.
- DESCRIPTION OF THE SERVICES
- The Services. Subject to the remaining terms of this Agreement, Provider shall provide you with website hosting services substantially complying with the Plan Characteristics according to the Hosting Plan you have selected, for the Hosted Website,.
- Provision of Hosting by Third Party. Aspects of the Services may be provided by a company associated with Provider, or by a third party, at Provider’s discretion.
- Storage and Plan Limits. The Hosting Plan is subject to the Plan Characteristics, including storage and bandwidth limits, as set forth in Exhibit A.
- Payment Policies
- Account Setup & Auto-Billing. Your Account for the Hosted Website will be setup on a pre-pay basis. Credit card information you provide during account setup is stored by Provider and will be auto-billed on the first date of the Term or Renewal Term (the “Billing Date”). At Provider’s discretion, it may provide email notification to you prior to the Billing Date for Renewal Terms.
- Refund. If Provider institutes its right of cancellation under Article 6, all fees paid in advance of cancellation attributable to Services to be rendered after the cancellation will be pro-rated and refunded by Provider.
- Payment Owed. You are responsible for all money owed on your Account from the time it was established to the time that this Agreement terminates in accordance with Article 11.
- Plan Changes. Provider reserves the right to change the available Hosting Plans and any Plan Characteristics at any time. Any Account not brought current within one (1) month of e-mail notice or exceeding this time frame in any way is subject to cancellation under Article 6.
- Account Fees. Account setup fees may be charged for all new accounts and major account changes.
- Other Fees. Any violation of this Agreement by you which results in extra costs will be billed to you (i.e. transfer, extra space etc.)
- UNILATERAL Amendment
- Unilateral Amendment. Provider reserves the right, at its sole discretion, to UNILATERALLY amend, revise, modify or replace these Terms at any time.
- Material Changes. Provider shall make reasonable efforts to provide at least one (1) months’ notice prior to any new material changes to these Terms taking effect. What constitutes a material change will be determined at Provider’s sole discretion. However, if Provider determines, in its sole discretion, that a change to the Terms must be implemented promptly such that it is not reasonable to provide one (1) months’ notice to you, it shall provide such notice as it deems reasonable or no notice at all, prior to implementing such change.
- Continued Use After Revisions Is Binding. By continuing to access or use of Provider’s Service after any changed Terms become effective, you agree to be bound by the changed Terms. If you do not agree to the changed Terms, you must immediately cease any and all use of the Services.
- Cancellation of the Services at Provider’s discretion.
- Suspension of Cancellation of Your Access and Use of the Services. Provider reserves the right to suspend or cancel your access to any or all Services (which may include temporarily or permanently removing the Hosted Website from Provider’s servers), when it decides at its sole discretion that your Account or the Hosted Website has been inappropriately used, including any use in contravention of the Usage Policy set out below under Article 7.
- Modification, Suspension and Cancellation of the Services. Provider reserves the right to modify, suspend or cancel the Services at any time.
- Usage policy
- Lawful Purpose. Provider reserves the right to refuse service to anyone. Customers may only use Provider’s servers for lawful purposes. Transmission of any material in violation of any Federal, provincial or Local regulation is prohibited. This includes, but is not limited to copyrighted material, material legally judged to be threatening or obscene, and material protected by trade secrets. Provider expressly forbids anyone from using servers for the propagation, distribution, housing, processing, storing, or otherwise handling in any way lewd, obscene, or pornographic material, or any other material which Provider deems to be objectionable, including, but not limited to, pornography, satanic materials, and any and all materials of an adult nature. The designation of any materials as such described above is left entirely to the discretion of Provider.
- Website/Server Content. The Hosted Website may not include any of the following content: (1) image hosting scripts that allow an anonymous user to upload an image for display on another website (similar to Photobucket or Tinypic); (2) banner ad services for display on other websites or devices (commercial banner ad rotation); (3) file dump/mirror scripts that allow an anonymous user to upload a file for other to download (similar to rapidshare); (4) audio streaming; (5) push button mail scripts that allow the user to specify recipient email addresses; (6) anonymous or bulk SMS gateways; (7) backups of content from another computer or website; (8) Bittorrent trackers; (9) any script that causes a degradation in the performance of Provider’s server or network environment (10) adult content (e.g. pornography); (11) online gambling; (12) copyright infringing content; or (13) warez or cracks.
- Unacceptable Use. You agree not to engage in unacceptable use of the Services, which includes, without limitation, use of the Services to: (1) disseminate or transmit any material that, to a reasonable person may be grossly offensive, vulgar or malicious; (2) attempt to mislead any person as to the identity, source or origin of any communication; (3) interfere, disrupt or attempt to gain unauthorized access to any computer system, server, network or account for which you do not have authorization to access or at a level exceeding your authorization; (4) engage in any other activity deemed by Provider to be in conflict with the spirit or intent of this Agreement or any of Provider’s policies; or (5) use your server as an “open relay” or for similar purposes.
- Abusive Activities. You acknowledge and agree that you may not use Provider’s servers and the Hosted Website as a source, intermediary, reply to address, or destination address for mail bombs, Internet packet flooding, packet corruption, denial of service, or other abusive activities. Server hacking or other perpetration of security breaches is prohibited and Provider reserves the right to remove sites containing information about hacking or links to such information. Use of the Hosted Website as an anonymous gateway is prohibited. Provider prohibits the use of software or scripts from running on its servers that cause the server to load beyond a reasonable level, as determined by Provider.
- Recursive DNS. Provider prohibits the running of a public recursive DNS service on any of its servers. All recursive DNS servers must be secured to allow only internal network access or a limited set of IP addresses. Provider may actively scan for the presence of public DNS services and reserves the right to remove any servers from the network that violate this restriction.
- Server Abuse. Any attempt to undermine or cause harm to a server, or customer, of ours is strictly prohibited. Any activities that threaten the stability of Provider’s network are strictly prohibited.
- Abuse of Unlimited Traffic and/or Unlimited Storage. If the Hosting Plan offers unlimited traffic and/or unlimited storage for the client web sites, the intention is to provide a large space to serve web documents, not an offsite storage area for electronic files. Your Hosted Website must be 'linked' with files (.GIF, .JPEG, etc.) stored on Provider’s server. Web sites that are found to contain a large number of unlinked files are subject to warning, suspension or cancellation at the discretion of Provider’s management. To maintain the integrity of Provider’s service the following are not permitted in such hosting plans: (i) sites with Banners, graphics or cgi scripts running from their domain used on other domain; (ii) sites with picture galleries (any site where 50% of the files transferred is graphics); (iii) sites offering download files or archives. (any site where more than 50% of the monthly traffic is from file downloads). If you do not qualify for the unlimited service, traffic will go unmonitored until you reach the limits set forth in Exhibit A and, thereafter, extra data transfer cost as set forth in Exhibit A will be billed to your Account.
- Background Running Programs. In addition, you agree not to run any kind of 'server applications' on the Hosted Website. Every program/script that opens a port on the shared hosting server of the Hosted Website is considered a 'server application'. These include but are not limited to IRC servers, IRC proxies, IRC bots.
- Unauthorized Use of Other People's Accounts. You may not use or attempt to use any other person’s Internet account or computer without the owner's authorization. Such attempts include "internet scamming" (tricking other people into releasing their passwords), password robbery, security hole scanning etc. Any unauthorized use of accounts or computers, whether or not the attacked account or computer belongs to us, will result in action against you. Possible actions include warnings, Account suspension or cancellation, and civil or criminal legal action, depending on the seriousness of the attack.
- Migration of Servers. You acknowledge and agree that as a normal course of business, it may be necessary for Provider to migrate its servers. As a result, even if you have a dedicated IP, you may be assigned a different IP number. Provider does not warrant that you will be able to consistently maintain your given IP numbers.
- Storage and Security. You shall be solely responsible for undertaking measures to: (1) prevent any loss or damage to the Hosted Website, Website Data or server content; (2) maintain independent archival and backup copies of the Hosted Website, Website Data or server content; and (3) ensure the security, confidentiality and integrity of all Website Data or server content transmitted through or stored on Provider’s servers. Provider’s servers are not an archive and Provider shall have no liability to you or any other person for loss, damage or destruction of any of your content. The Services are not intended to provide a PCI (Payment Card Industry) or HIPAA (Health Insurance Portability and Accountability Act) compliant environment and therefore should not be used or considered as one. You shall not use the Service in any way, in Provider’s sole discretion, that shall impair the functioning or operation of Provider’s services or equipment. Specifically by way of example and not as a limitation, you shall not use the Services as: (1) a repository or instrument for placing or storing archived files; and/or (2) placing or storing material that can be downloaded through other websites. You acknowledge and agree that Provider have the right to carry out a forensic examination in the event of a compromise to your server or Account.
- Website Data
- Licence. You grant to Provider a worldwide, perpetual, irrevocable, non-exclusive, sub-licensable, royalty-free license to use, reproduce, adapt, publish, translate and distribute the Website Data in any existing or future media. You also grant to Provider the right to bring an action for infringement of these rights. Provider may also use this information to provide notices to you which may be of use or interest to you.
- No Obligation to Monitor Hosted Website. Notwithstanding Provider’s rights to the Website Data, Provider does not undertake to monitor the submission of Website Data to the Application or Provider, as the case may be.
- Intellectual Property Rights Restrictions
- All Other Rights Retained. Provider retains all rights not explicitly granted herein.
- No License to the Application. This Agreement provides no express or implied license or rights of any kind to the Application, notwithstanding that access to the Hosted Website may require or be aided by use of the Application. Such rights may be acquired in another agreement between you and Provider.
- Ownership of JanusVR Website and Application. The JanusVR Website and the Application contain copyrighted material, trade secrets and other proprietary material. You shall not, and shall not attempt to, modify, reverse engineer, disassemble or decompile the JanusVR Website or the Application, except and only to the extent that such activity is expressly permitted by applicable law notwithstanding this limitation. Nor can you create any derivative works or other works that are based upon or derived from the JanusVR Website or the Application in whole or in part. Notwithstanding the foregoing, if you do create any derivative works or other works that are based upon or derived from the JanusVR Website or the Application in whole or in part you agree to assign, and do hereby assign, any rights, title and interest you may have or acquire in and to all enhancements, changes, derivative works, modifications and customizations to the Application.
- Use of Provider’s Brand. Provider's name, logo, trademark, brand, and graphics file, if any, that represent Application or Provider shall not be used by you in any way, unless otherwise expressly agreed in writing by Provider.
- Termination of services
- Term. The term of this Agreement (the “Term”) shall commence on the Effective Date and shall continue until and through the date which is one (1) month from the Effective date, unless otherwise specified in the Payment Terms, and unless terminated earlier in accordance with the terms of this Agreement.
- Renewal. This Agreement shall renew automatically for successive one (1) month periods unless a Party provides the other with written notice at least seven (7) days prior to the expiration of the then current term (each a “Renewal Term”).
- Termination by Provider. Provider may terminate this Agreement in accordance with Article 6.
- Termination Due to Default. Either Party may terminate this Agreement if:
- the other Party has breached any material provision of this Agreement, notified the other party in writing of the breach, and such material breach (if capable of being remedied) continues un-remedied for a period of seven (7) days after written notice thereof; or
- the other Party files a voluntary petition in bankruptcy or insolvency or a petition for reorganization under any bankruptcy law, the other party consents to any involuntary petition in bankruptcy or if a receiving order is given against the other Party under any bankruptcy law, or an order, judgment or decree is entered by any court of competent jurisdiction, upon the application of a creditor, receiver, trustee or liquidator of all or a substantial part of the other Party's assets, and the same has not been discharged or terminated without prejudice to the non-defaulting Party’s rights under this Agreement within thirty (30) calendar days or the other Party ceases to conduct business or operations in the normal course.
- Effect of Termination.
- You acknowledge and agree that upon expiration or termination of your Services, you must discontinue use of the Services and relinquish use of the Hosted Website and any IP addresses and server names assigned to you in connection with Services, including pointing the domain name system (“DNS”) for your domain name(s) away from Provider’s servers.
- Prior to termination of the Services, you are responsible for moving Website Data off Provider’s servers. Provider will not transfer or FTP your Website Data to another provider. If you fail to move your Website Data off Provider’s servers prior to cancellation, then all such content will be deleted and Provider will not be able to provide a copy of such content.
- Upon termination, any outstanding Fees payable by you under Article 4 will immediately come due.
- LIMITATION OF LIABILITY
- General Limitation. YOU AGREE THAT PROVIDER WILL NOT BE LIABLE FOR ANY (A) SUSPENSION OR LOSS OF THE SERVICES, EXCEPT TO THE LIMITED EXTENT THAT A REMEDY IS PROVIDED UNDER THIS AGREEMENT; (B) INTERRUPTION OF BUSINESS; (C) ACCESS DELAYS OR ACCESS INTERRUPTIONS TO THE HOSTED WEBSITE(S) PROVIDED THROUGH OR BY THE SERVICES; (D) LOSS OR LIABILITY RESULTING FROM ACTS OF GOD; (E) DATA NON-DELIVERY, MIS-DELIVERY, CORRUPTION, DESTRUCTION OR OTHER MODIFICATION; (F) EVENTS BEYOND THE CONTROL OF THE PROVIDER; (G) LOSS OR DESTRUCTION OF WEBSITE DATA; OR (H) LOSS OR LIABILITY RESULTING FROM THE UNAUTHORIZED USE OR MISUSE OF YOUR ACCOUNT IDENTIFIER OR PASSWORD. YOU FURTHER AGREE THAT PROVIDER WILL NOT BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY KIND (INCLUDING LOST PROFITS) REGARDLESS OF THE FORM OF ACTION WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, REGARDLESS OF WHETHER OR NOT PROVIDER HAD BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL THE MAXIMUM AGGREGATE LIABILITY OF PROVIDER EXCEED THE TOTAL AMOUNT PAID BY YOU FOR THE SERVICES FOR A ONE-MONTH PERIOD, BUT IN NO EVENT GREATER THAN ONE HUNDRED DOLLARS ($100.00). BECAUSE SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, IN SUCH JURISDICTIONS, THE LIABILITY OF THE PROVIDER SHALL BE LIMITED TO THE MAXIMUM EXTENT PERMITTED BY LAW.
- Third Party Visualization Tools. The Application, and the Hosted Website, may be accessed through third party display technologies, such as but not limited to virtual and/or augmented reality headsets and displays. You acknowledge that use of such third party display technologies may cause nausea, queasiness, or other discomfort, illness, injury or even death. Provider makes no representations or warranty as to the accessing or use of the Application using any such third party display technology. You agree and acknowledge that your use of such third party display technologies is solely at your risk and you hereby waive any claim you may be entitled to make against Provider which is related in any way to access or use of the Application on such third party display technologies.
- No Liability for Third Party Websites. The Application may contain links or enable access to third party web sites or services that are not owned or controlled by Provider. Provider has no control over, and assumes no responsibility for, the content, privacy policies, or practices of any third party web sites or services. You acknowledge and agree that Provider shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any such content, goods or services available on or through any such web sites or services. We advise you to read any terms and conditions and any privacy policies of any third party web sites or services that you visit.
- General Indemnification. YOU AGREE TO DEFEND, INDEMNIFY, SAVE AND HOLD HARMLESS THE PROVIDER, THEIR CONTRACTORS, AGENTS, EMPLOYEES, OFFICERS, DIRECTORS, AFFILIATES AND ASSIGNS (COLLECTIVELY, “PROVIDER INDEMNITIES”) FROM ALL DEMANDS, LIABILITIES, CLAIMS AND EXPENSES, INCLUDING ATTORNEY'S FEES AND COURT COSTS, FOR:
- any third party claims relating to your use of the Services or arising under this Agreement, including without limitation, infringement by you or someone else using your computer, of any intellectual property or other proprietary right of any person or entity, or from the violation of any term or condition of this agreement;
- any injury to person or property caused by any products sold or otherwise distributed by you in connection with the Hosted Website;
- any material supplied by you infringing or allegedly infringing on the proprietary rights of a third party; and\
- any defective products sold to your customers from the Hosted Website.
- When any of the Provider Indemnities may be involved in a suit involving a third party and which is related to the Services, the provider may seek written assurances from you in which you promise to indemnify and hold such parties harmless from the costs and liabilities described in this paragraph. Such written assurances may include the posting of performance bonds or other guarantees. Your failure to provide such assurances may be considered a breach of this agreement by you and do not absolve you of your obligations set forth in Section 13.1 hereof.
- DISCLAIMER OF WARRANTIES
- General Disclaimer. THE PROVIDER MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND WHATSOEVER, EXPRESS OR IMPLIED, IN CONNECTION WITH THIS AGREEMENT OR THE SERVICES, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, UNLESS SUCH REPRESENTATIONS AND WARRANTIES ARE NOT LEGALLY EXCLUDABLE. YOU UNDERSTAND AND AGREE THAT ANY MATERIAL AND/OR DATA DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SERVICES IS DONE AT YOUR OWN DISCRETION AND RISK AND THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF SUCH MATERIAL AND/OR DATA. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM EITHER THE PROVIDER SHALL CREATE ANY WARRANTY NOT EXPRESSLY MADE HEREIN. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES, SO SOME OF THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU.
- No Assignment or Transfer by You. You may not assign or transfer your rights, or delegate your obligations, under this Agreement. Your rights and Provider’s obligations under this Agreement are not intended to benefit or give rise to, any rights in any third party.
- Transfers by Provider. Provider may assign, transfer, sub-contract or otherwise deal with its rights and/or obligations under this Agreement without notifying you or obtaining your consent.
- Governing Law. This Agreement and the provision of the Services shall be governed, interpreted, construed and enforced according to the laws of the Province of Ontario and the federal laws of Canada applicable therein, without regard to the conflicts of laws principles thereof, and treated in all respects as an Ontario contract. You agree that all disputes and claims arising out of this Agreement or otherwise relating to or arising out of the provision of the Services shall be brought exclusively in the courts situated in the City of Toronto in the Province of Ontario, to which you and Provider hereby irrevocably attorn, except to the extent necessary to enforce an order, judgment or decree of a court of the Province of Ontario in another jurisdiction as permitted by such court of the Province of Ontario. Notwithstanding the foregoing, Provider may apply for injunctive remedies (or an equivalent type of urgent legal relief) in any jurisdiction.
- Severability. If a provision of this 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 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.
- Relationship. Your relationship with Provider is that of independent contractors: these Terms shall not be construed to create a joint venture or partnership between you and Provider. Neither you nor Provider shall be deemed to be an employee, agent, partner or legal representative of the other for any purpose and neither shall have any right, power or authority to create any obligation or responsibility on behalf of the other.
- Export Law. You acknowledge that the Services and the Application may be subject to export restrictions of various countries. You agree to comply with all applicable international and national laws that apply to the Application, including all the applicable export restriction laws and regulations.
- No Waiver. No delay or omission by Provider to exercise any right or power it has under this Agreement or to object to the failure of any covenant contained in this Agreement to be performed in a timely and complete manner, shall impair any such right or power or be construed as a waiver of any succeeding breach or any other covenant. All waivers must be in writing and signed by Provider.
- Entire Agreement. These Terms constitute the entire agreement between Provider and you regarding the Services, and supersede and replace any prior agreements we might have between us regarding your access to and use of the Services.
- Further Assurances. Each of the parties hereto shall promptly do, make, execute or deliver, or cause to be done, made, executed or delivered, all such further acts, documents and things as the other party hereto may reasonably require from time to time during the Term or thereafter for the purpose of giving full effect to the terms of this Agreement.
- Interpretation. In this Agreement: (a) words denoting the singular include the plural and vice versa and words denoting any gender include all genders; (b) all usage of the word “including” or “include” or the phrase “e.g.,” in this Agreement shall mean “including, without limitation; (c) any reference to a statute shall mean the statute in force as at the date hereof, together with all regulations promulgated thereunder, as the same may be amended, re-enacted, consolidated and/or replaced from time to time, and any successor statute thereto, unless otherwise expressly provided; (d) the division of this Agreement into separate Articles, Sections, Subsections, and Schedule(s) and the insertion of headings is for convenience of reference only and shall not affect the construction or interpretation of this Agreement; (e) words or abbreviations which have well-known or trade meanings are used herein in accordance with their recognized meanings; (f) if any payment is required to be made or other action is required to be taken pursuant to this Agreement on a day which is not a Business Day, then such payment or action, as the case may be, shall be made or taken on the next Business Day; and (g) the terms and conditions hereof are the result of negotiations between the parties and the parties agree that this Agreement shall not be construed in favour of or against any party by reason of the extent to which any party or its professional advisors participated in the preparation of this Agreement.
- Survival. No termination of this Agreement, for whatever reason, shall affect any right or obligation of either Party which has accrued prior to the date of such termination.
5GB storage max