Master Services Agreement

This Master Services Agreement (“MSA”) is entered into between BERELEVANT NETWORK INC., a British Columbia Corporation (“Service Provider”), and the undersigned customer (“Customer”). Service Provider and Customer are sometimes individually referred to herein as a “Party” and collectively as the “Parties”. 

The Parties agree to the terms and conditions set forth in this MSA and in each Statement of Work executed by the Parties referencing this MSA. Each Statement of Work is incorporated into this MSA, and the applicable portions of this MSA are incorporated into each Statement of Work. All Statements of Work and this MSA are herein collectively referred to as the “Agreement.” 

(a) Purpose of Agreement. Service Provider desires to enter into an agreement for the provision of services to the Customer.  

(b) Structure of Agreement. The Agreement consists of (i) the provisions set forth in this MSA and the Exhibits referenced herein; (ii) Statement of Works and the Schedules referenced therein; and (iii) any additional Statements of Work accepted by the Parties pursuant to the terms of this MSA, including the Schedules referenced in each such Statement of Work, if any. 

(c) Definitions. All capitalized terms used in the MSA shall have the meanings set forth in Exhibit 1 (Definitions) of this Agreement. Other capitalized terms used in the Agreement are defined where they are used and have the meanings so indicated. 

(d) Statements of Work. The Services will be described in and be the subject of (i) one or more Statements of Work (each an “SOW”, collectively “SOWs”) as accepted by the Parties pursuant to this MSA, and (ii) this MSA. Each SOW shall be substantially in the form of Exhibit 2 (Form of Statement of Work) with such additions, deletions and modifications as the Parties may agree. In the event of a conflict, the terms of the SOW shall be governed by the terms of the MSA, unless an individual SOW expressly and specifically provides otherwise. 

The Term of the Agreement will begin as of the Effective Date as defined in this Agreement and will terminate upon the completion of the Services as stated in the SOW, or the latest expiration date provided for in an effective Statement of Work, unless earlier terminated or extended in accordance with the provisions of the Agreement. 

(a) Service Provider will perform certain services and create and provide certain deliverables, as more particularly described in Statements of Work (each an “SOW” and collectively “SOWs”) which will be entered into from time to time and, upon acceptance by the Parties, which will be incorporated and made part of this Agreement (the “Services”). No obligation to either provide any Services shall be incurred by Service Provider until such time that an SOW has been accepted by an authorized representative of both Parties. The existence of this MSA shall not be construed as imposing any obligation upon the Service Provider to agree to an SOW or to otherwise perform any Services for the Customer. 

(b) The Parties acknowledge and agree that during the term of the Agreement the Services may be modified and/or expanded from time to time upon a written Change Order executed by authorized representatives of the Parties expressly referencing this Agreement. 

(c) Customer acknowledges and agrees that Service Provider may use subcontractors and consultants to perform the Services to be provided under this Agreement. 

(a) Fees. As compensation for performing all Services specified in this Agreement and for assuming all duties, responsibilities, and obligations required by this Agreement, Customer will compensate Service Provider for all fees (the “Fees”) incurred in accordance with (i) the terms of this MSA and any SOW entered into by the Parties; (ii) the fixed hourly rates set forth in the Services Provider Personnel Rate Sheet attached hereto as Exhibit 3; or (iii) the fees associated with the applicable services as stated on the Service Provider’s website, as the case may be. Service Provider may increase the hourly rate charges for the Services by providing the Client with at least 30 days written notice of such increases. Rates are exclusive of taxes, levies, duties, governmental charges, and expenses which amounts will be billed to and paid by Customer as required by law. 

(b) Expenses. Customer shall pay Service Provider for the reasonable expenses including, but not limited to, out of pocket travel and living expenses, incurred by Service Provider and its personnel in connection with its performance of the Services (the “Expenses”). 

(c) Billing and Payment. Unless other billing and payment terms are provided for in an SOW, Service Provider shall invoice for all Services through third party web payment services. Customer will pay for Services in the Canadian dollar (CAD). Customer shall have no right of offset or withholding under this Agreement. Customer shall have no right to a refund due to the nature of the Services provided. If any amounts due to Service Provider from Customer becomes past due for any reason, Service Provider may at its option and without further notice withhold further Services until all amounts have been paid in full, and such withholding of Services shall not be considered a breach or default of any of Service Provider’s obligations under this Agreement. 

(d) Compliance with Laws; Permits and Licenses. Customer agrees, at its own expense, to operate in full compliance with all governmental laws, regulations and requirements applicable to the duties conducted hereunder. It shall be the responsibility of the Customer to pay for any necessary licenses, permits, insurance and approvals as may be necessary for the performance of the Services under this Agreement, unless otherwise specified in an SOW. 

The Services to be performed hereunder are in the nature of business consultation, workshops for individuals and groups, corporate workshops, custom training, off-the-shelf training for individuals, life and personal development coaching and support groups. Service Provider does not warrant in any form the results or achievements of the Services provided or the resulting work product and deliverables. Service Provider only warrants that that the Services will be performed by qualified personnel in a professional and workmanlike manner in accordance with the generally accepted industry standards and practices.

LIMITATION OF WARRANTY. THE WARRANTY SET FORTH IN THIS SECTION 5 IS EXCLUSIVE AND IS IN LIEU OF ALL OTHER WARRANTIES, EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE WITH RESPECT TO THE SERVICES, WORK PRODUCT OR DELIVERABLES PROVIDED UNDER THIS AGREEMENT, OR AS TO THE RESULTS WHICH MAY BE OBTAINED THEREFROM. SERVICE PROVIDER DISCLAIMS ANY AND ALL IMPLIED WARRANTIES INCLUDING, BUT NOT LIMITED TO, THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR AGAINST INFRINGEMENT. SERVICE PROVIDER SHALL NOT BE LIABLE FOR ANY SERVICES OR WORK PRODUCT OR DELIVERABLES PROVIDED BY THIRD PARTY VENDORS IDENTIFIED OR REFERRED TO THE CUSTOMER BY THE SERVICE PROVIDER DURING THE TERM OF THIS AGREEMENT, PURSUANT TO ANY SOW OR OTHERWISE. CUSTOMER’S EXCLUSIVE REMEDY FOR BREACH OF THIS WARRANTY IS REPERFORMANCE OF THE SERVICES, OR IF REPERFORMANCE IS NOT POSSIBLE OR CONFORMING, REFUND OF AMOUNTS PAID UNDER THIS AGREEMENT FOR SUCH NON-CONFORMING SERVICES. 

This is not a work-for-hire agreement. The copyright in all deliverables created for Customer shall belong to the Service Provider. All Intellectual Property Rights in all pre-existing works and Derivative Works of such pre-existing works and other deliverables and developments made, conceived, created, discovered, invented, or reduced to practice in the performance of the Services hereunder are and shall remain the sole and absolute property of Service Provider, subject to a worldwide, non-exclusive license to Customer for its internal use as intended under this Agreement. This Agreement does not grant Customer any license to any of the Service Provider’s products, which products must be licensed separately. Customer shall not use the Services for any purposes beyond the scope granted in this Agreement. Customer shall not at any time, directly or indirectly, and shall not permit any authorized users to: (i) copy, modify, or create derivative works of the Services or documentation created by Service Provider ( “Documentation”), in whole or in part; (ii) rent, lease, lend, sell, license, sublicense, assign, distribute, publish, transfer, or otherwise make available the Services or Documentation; (iii) remove any proprietary notices from the Services or Documentation; or (iv) use the Services or Documentation in any manner or for any purpose that infringes, misappropriates, or otherwise violates any intellectual property right or other right of any person, or that violates any applicable law. 

(a) Confidential Information. The Parties acknowledge that by reason of their relationship to the other, each may disclose or provide access (the “Disclosing Party”) to the other Party (the “Receiving Party”) certain Confidential Information. “Confidential Information” shall mean (i) information concerning a Party’s products, business and operations including, but not limited to, information relating to business plans, financial records, customers, suppliers, vendors, products, product samples, costs, sources, strategies, inventions, procedures, sales aids or literature, technical advice or knowledge, contractual agreements, pricing, price lists, product white paper, product specifications, Trade Secrets, procedures, distribution methods, inventories, marketing strategies and interests, algorithms, data, designs, drawings, work sheets, blueprints, concepts, samples, inventions, manufacturing processes, computer programs and systems and know-how or other intellectual property, of a Party and its affiliates that may be at any time furnished, communicated or delivered by the Disclosing Party to the Receiving Party, whether in oral, tangible, electronic or other form; (ii) the terms of any agreement, including this Agreement, and the discussions, negotiations and proposals related to any agreement; (iii) information acquired during any tours of or while present at a Party’s Facilities; and (iv) all other non-public information provided by the Disclosing Party hereunder. In no event shall Service Provider’s use or disclosure of information regarding or relating to the development, improvement, or use of any of Service Provider’s products be subject to any limitation or restriction. All Confidential Information shall remain the property of the Disclosing Party. 

(b) Use of Confidential Information; Standard of Care. The Receiving Party shall maintain the Confidential Information in strict confidence and disclose the Confidential Information only to its employees, subcontractors, consultants, and representatives who have a need to know such Confidential Information to fulfill the business affairs and transactions between the Parties contemplated by this Agreement and who are under confidentiality obligations no less restrictive as this Agreement. The Receiving Party shall always remain responsible for breaches of this Agreement arising from the acts of its employees, subcontractors, consultants, and representatives. Receiving Party shall use the same degree of care as it uses with respect to its own similar information, but no less than a reasonable degree of care, to protect the Confidential Information from any unauthorized use, disclosure, dissemination, or publication. Receiving Party shall only use the Confidential Information in furtherance of its performance of its obligations under this Agreement and agrees not to use the Disclosing Party’s Confidential Information for any other purpose or for the benefit of any Third Party, without the prior written approval of the Disclosing Party. The Receiving Party shall not decompile, disassemble, or reverse engineer all or any part of the Confidential Information. 

(c) Exceptions. Confidential Information does not include information that: (a) was lawfully in Receiving Party’s possession before receipt from Disclosing Party; (b) at or after the time of disclosure, becomes generally available to the public other than through any act or omission of the Receiving Party; (c) is developed by Receiving Party independently of any Confidential Information it receives from Disclosing Party; (d) Receiving Party receives from a Third Party free to make such disclosure without, to the best of Receiving Party’s knowledge, breach of any legal or contractual obligation, or (e) is disclosed by Receiving Party with Disclosing Party’s prior written approval. 

(d) Required Disclosures. If the Receiving Party is confronted with legal action to disclose Confidential Information received under this Agreement, the Receiving Party shall, unless prohibited by applicable law, provide prompt written notice to the Disclosing Party to allow the Disclosing Party an opportunity to seek a protective order or other relief it deems appropriate, and Receiving Party shall reasonably assist disclosing Party in such efforts. If disclosure is nonetheless required, the Receiving Party shall limit its disclosure to only that portion of the Confidential Information which it is advised by its legal counsel must be disclosed. 

(e) Unauthorized Use or Disclosure of Confidential Information; Equitable Relief. In the event the Receiving Party discovers that any Confidential Information has been used, disseminated, or accessed in violation of this Agreement, it will immediately notify the Disclosing Party; take all commercially reasonable actions available to minimize the impact of the use, dissemination, or publication; and take any and all necessary steps to prevent any further breach of this Agreement. The Parties agree and acknowledge that any breach or threatened breach regarding the treatment of the Confidential Information may result in irreparable harm to the Disclosing Party for which there may be no adequate remedy at law. In such event the Disclosing Party shall be entitled to seek an injunction, without the necessity of posting a bond, to prevent any further breach of this Agreement, in addition to all other remedies available in Law or at equity. 

(f) Return of Confidential Information; Survival. Receiving Party shall promptly return or, at Disclosing Party’s option, certify destruction of all copies of Confidential Information at any time upon request or within 30 days following the expiration or earlier termination of the Agreement. Notwithstanding any expiration or termination of this Agreement, Receiving Party’s obligations to protect the Confidential Information pursuant to this Section will survive for 2 years after the expiration or earlier termination of this Agreement. 

Each Party (the “Indemnifying Party”) agrees to indemnify, defend, and hold the other Party and its Affiliates and their respective officers, directors, employees, and agents harmless from and against any and all Third Party Claims, Losses, liabilities, damages, expenses, and costs, including attorney’s fees and court costs, arising out of the Indemnifying Party’s (i) gross negligence or willful misconduct or (ii) its material breach of any of the terms of this Agreement. The Indemnifying Party’s liability under this Section shall be reduced proportionally to the extent that any act or omission of the other Party, or its employees or agents, contributed to such liability. The Party seeking indemnification shall provide the Indemnifying Party with prompt written notice of any Claim and give complete control of the defense and settlement of the Indemnifying Party, and shall cooperate with the Indemnifying Party, its insurance company, and its legal counsel in its defense of such Claim(s). This indemnity shall not cover any Claim in which there is a failure to give the Indemnifying Party prompt notice to the extent such lack of notice prejudices the defense of the Claim. 

SECTION 8 STATES THE ENTIRE OBLIGATION AND THE EXCLUSIVE REMEDIES WITH RESPECT TO THE PARTIES’ INDEMNIFICATION OBLIGATIONS PURSUANT TO THIS AGREEMENT. 

EXCEPT FOR THE SERVICE PROVIDER’S CONFIDENTIALITY OBLIGATIONS UNDER SECTION 7 OF THIS AGREEMENT AND INDEMNIFICATION OBLIGATIONS UNDER SECTION 8 OF THIS AGREEMENT, IN NO EVENT SHALL SERVICE PROVIDER BE LIABLE UNDER THIS AGREEMENT TO THE CUSTOMER FOR ANY INCIDENTAL, CONSEQUENTIAL, INDIRECT, STATUTORY, SPECIAL, EXEMPLARY OR PUNITIVE DAMAGES, INCLUDING, BUT NOT LIMITED TO, LOST PROFITS, LOSS OF USE, LOSS OF TIME, INCONVENIENCE, LOST BUSINESS OPPORTUNITIES, DAMAGE TO GOOD WILL OR REPUTATION, AND COSTS OF COVER, REGARDLESS OF WHETHER SUCH LIABILITY IS BASED ON BREACH OF CONTRACT, TORT, STRICT LIABILITY OR OTHERWISE, AND EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR SUCH DAMAGES COULD HAVE BEEN REASONABLY FORESEEN. 

NO ACTION SHALL BE BROUGHT FOR ANY CLAIM RELATING TO OR ARISING OUT OF THIS AGREEMENT MORE THAN ONE (1) YEAR AFTER THE ACCRUAL OF SUCH CAUSE OF ACTION, EXCEPT FOR MONEY DUE ON AN OPEN ACCOUNT. 

Customer agrees to comply with all reasonable requests of Service Provider and shall provide Service Provider’s personnel with access to all documents and Facilities as may be reasonably necessary for the performance of the Services under the Agreement.  

This Agreement shall have an initial term as outlined in Section 2 of the MSA, unless earlier terminated in accordance with the provisions in Section 12 of the MSA. Thereafter, the Agreement shall be renewable through additional SOWs (each a “Renewal Term”). The Initial Term and Renewal Terms, if any, are collectively referred to herein as the “Term”.  

(a) Termination for Breach. Either Party may terminate this Agreement at any time in the event of a breach by the other Party of a material covenant, commitment or obligation under this Agreement that remains uncured: (i) in the event of a monetary breach, 10 calendar days following written notice thereof; and (ii) in the event of a non-monetary breach, after 30 days following written notice thereof. Such termination shall be effective immediately and automatically upon the expiration of the applicable notice period, without further notice or action by either Party. Termination shall be in addition to any other remedies that may be available to the non-breaching Party. 

(b) Termination for Convenience. Service Provider may terminate this Agreement at any time with or without cause by giving 30 days prior written notice. Customer may terminate the Services in accordance with the Statement of Work. 

(c) Obligations upon Termination. Termination of this Agreement for any reason shall not discharge either Party’s liability for obligations incurred hereunder and amounts unpaid at the time of such termination. Customer shall pay Service Provider for all Services rendered prior to the effective date of termination. Upon termination each Party shall return the other Party’s Confidential Information that is in its possession at the time of termination. Upon the termination of the Agreement, the Customer shall promptly return to Service Provider any Service Provider Equipment, materials or other property of the Service Provider relating to the terminated Services which are in Customer’s possession or control. 

The relationship of the Parties hereto is that of independent contractors. Nothing in this Agreement, and no course of dealing between the Parties, shall be construed to create or imply an employment or agency relationship or a partnership or joint venture relationship between the Parties or between one Party and the other Party’s employees or agents. Each of the Parties is an independent contractor and neither Party has the authority to bind or contract any obligation in the name of or on account of the other Party or to incur any liability or make any statements, representations, warranties, or commitments on behalf of the other Party, or otherwise act on behalf of the other. The Agreement shall not be construed as constituting either Party as partner, joint venture or fiduciary of the other Party or to create any other form of legal association that would impose liability upon one Party for the act or failure to act of the other Party, or as providing either Party with the right, power or authority (express or implied) to create any duty or obligation of the other Party. Each Party shall be solely responsible for payment of the salaries of its employees and personnel (including withholding of income taxes and social security), workers compensation, and all other employment benefits. 

Neither Party shall be liable hereunder for any failure or delay in the performance of its obligations under this Agreement, except for the payment of money, if such failure or delay is on account of causes beyond its reasonable control, including civil commotion, war, fires, floods, accident, earthquakes, inclement weather, telecommunications line failures, electrical outages, network failures, governmental regulations or controls, casualty, strikes or labor disputes, terrorism, pandemics, epidemics, local disease outbreaks, public health emergencies, communicable diseases, quarantines, or acts of God, in addition to any and all events, regardless of their dissimilarity to the foregoing,  beyond the reasonable control of the Party deemed to render performance of the Agreement impracticable or impossible , for so long as such force majeure event is in effect. Each Party shall use reasonable efforts to notify the other Party of the occurrence of such an event within 5 business days of its occurrence. 

This Agreement will be governed by and interpreted in accordance with the laws of British Columbia, Canada, without giving effect to the principles of conflicts of Law of such jurisdiction. The Parties hereby agree that any action arising out of this Agreement will be brought solely in a court located in Vancouver, British Columbia. Both Parties hereby submit to the exclusive jurisdiction and venue of any such court.

If either Party incurs any legal fees associated with the enforcement of this Agreement or any rights under this Agreement, the prevailing Party shall be entitled to recover its reasonable legal fees (on a solicitor and own client basis) and any court, arbitration, mediation, or other litigation expenses from the other Party.

If Service Provider incurs any costs, expenses, or fees, including reasonable legal fees and professional collection services fees, in connection with the collection or payment of any amounts due it under this Agreement, Customer agrees to reimburse Service Provider for all such costs, expenses and fees. 

The Service Provider may subcontract its obligations and rights to a third-party. There are no third-party beneficiaries to this Agreement. 

If any provision or portion of this Agreement shall be rendered by applicable Law or held by a court of competent jurisdiction to be illegal, invalid, or unenforceable, the remaining provisions or portions shall remain in full force and effect. 

The headings/captions appearing in this Agreement have been inserted for the purposes of convenience and ready reference, and do not purport to and shall not be deemed to define, limit, or extend the scope or intent of the provisions to which they appertain. This Agreement is the result of negotiations between the Parties and their counsel. Accordingly, this Agreement shall not be construed more strongly against either Party regardless of which Party is more responsible for its preparation, and any ambiguity that might exist herein shall not be construed against the drafting Party. 

Each term and provision of this Agreement that should by its sense and context survive any termination or expiration of this Agreement, shall so survive regardless of the cause and even if resulting from the material breach of either Party to this Agreement. 

The rights and remedies of the Parties herein provided shall be cumulative and not exclusive of any rights or remedies provided by Law or equity. 

This Agreement may be executed in one or more counterparts, each of which will be deemed to be an original, but all of which together will constitute one and the same instrument, without necessity of production of the others. An executed signature page delivered via electronic signature shall be deemed as effective as an original executed signature page. 

It is agreed and warranted by the Parties that the individuals signing this Agreement on behalf of the respective Parties are authorized to execute such an agreement. No further proof of authorization shall be required. 

All notices or other communications required under this Agreement shall be in writing and shall be deemed effective when received and made in writing electronic mail, addressed to the Party to be notified to the email as such Party has provided to the other Party. The Service Provider’s email address is stated in its website terms of use. The Customer’s email for notice shall be the email address provided at the time the Customer subscribes for the Services, or as otherwise updated with the Service Provider. 

No waiver of any term or right in this Agreement shall be effective unless in writing, signed by an authorized representative of the waiving Party. The failure of either Party to enforce any provision of this Agreement shall not be construed as a waiver or modification of such provision, or impairment of its right to enforce such provision or any other provision of this Agreement thereafter. 

This Agreement, [and any exhibits attached or available upon request hereto,] is the entire agreement between the Parties with respect to the subject matter hereof and supersedes any prior agreement or communications between the Parties, whether written, oral, electronic, or otherwise. No change, modification, amendment, or addition of or to this Agreement or any part thereof shall be valid unless in writing and signed by authorized representatives of the Parties. Each Party hereto has received independent legal advice regarding this Agreement and their respective rights and obligations set forth herein. The Parties acknowledge and agree that they are not relying upon any representations or statements made by the other Party or the other Party’s employees, agents, representatives, or attorneys regarding this Agreement, except to the extent such representations are expressly set forth in this Agreement. 

The following Exhibits are attached and incorporated herein by reference:  

Exhibit 1. Definitions

Exhibit 2. Form of Statement of Work (details will be provided upon request)  

Exhibit 3: Personnel Rate Sheet 

Each Party agrees that the electronic signatures, whether digital or encrypted, of the Parties included in this Agreement, if any, are intended to authenticate this writing and to have the same force and effect as manual signatures. The term “electronic signature” means any electronic sound, symbol, or process attached to or logically associated with a record and executed and adopted by a Party with the intent to sign such record, including facsimile or email electronic signatures. Without limiting the generality of the foregoing, delivery of an executed counterpart’s signature page of this Agreement, by facsimile, electronic mail in portable document format (.pdf) or by any other electronic means intended to preserve the original graphic and pictorial appearance of a document, has the same effect as delivery of an executed original of this Agreement.

In witness whereof, the Parties hereto have executed this Services Agreement on the date set forth below. 

THIS AGREEMENT TAKES EFFECT WHEN YOU CLICK THE [“I ACCEPT”] BUTTON BELOW OR BY ACCESSING OR USING THE SERVICES (the “Effective Date“). BY CLICKING ON THE [“I ACCEPT”] BUTTON BELOW OR BY ACCESSING OR USING THE SERVICES YOU (A) ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTAND THIS AGREEMENT; (B) REPRESENT AND WARRANT THAT YOU HAVE THE RIGHT, POWER, AND AUTHORITY TO ENTER INTO THIS AGREEMENT AND, IF ENTERING INTO THIS AGREEMENT FOR AN ORGANIZATION, THAT YOU HAVE THE LEGAL AUTHORITY TO BIND THAT ORGANIZATION; AND (C) ACCEPT THIS AGREEMENT AND AGREE THAT YOU ARE LEGALLY BOUND BY ITS TERMS. 

Alternatively, we may OBTAIN ELECTRONIC SIGNATUREs via a third-party application BASED ON the METHOD OF DELIVERY OF THIS AGREEMENT to you. 

IF YOU DO NOT ACCEPT THESE TERMS, YOU MAY NOT ACCESS OR USE THE SERVICES. 

The following terms used in the Agreement shall have the meanings indicated: 

Affiliate means, with respect to a Party, any entity at any tier that controls, is controlled by, or is under common control with that Party. For purposes of this definition, the term “control” (including with correlative meanings, the terms “controlled by” and “under common control with”) means the possession directly or indirectly of the power to direct or cause the direction of the management and policies of an entity, whether through the ownership of voting securities, by trust, management agreement, contract or otherwise. 

Agreement means the Master Services Agreement, all Exhibits, all Statements of Work executed pursuant to the Master Agreement, and all Schedules, which documents are incorporated into the “Agreement” by this reference. 

Change Order means a document that amends the Agreement. 

Charges means, collectively, the charges for the Services as set forth in any applicable Charges Schedule. 

Charges Schedule means the schedule to each Statement of Work specifying the Charges applicable to the Services described in each such Statement of Work. 

Claim means any civil, criminal, administrative, regulatory or investigative action or proceeding commenced or threatened by a Third Party, including Governmental Authorities and regulatory agencies, however described or denominated. 

Commencement Date means the date on which Service Provider begins to provide Services under a Statement of Work to the Customer as agreed upon by the Parties. There may be a separate Commencement Date with respect to any particular Services or set of Services. 

Derivative Work means a derivative work as defined in any copyright legislation applicable to any copyrightable works of the Service Provider.  

Deliverables means, as further specified in a Statement of Work, results of the Services to be provided by Service Provider to Customer, including output produced in electronic written or verbal form. 

Dispute means any dispute, controversy, or Claim, including situations or circumstances in which the Parties are required to mutually agree on additions, deletions or changes to terms, conditions, or Charges, arising out of, or relating to, the Agreement. 

Effective Date means the date of execution of this Master Services Agreement. 

Execution Date means the date of execution of a Statement of Work by the Parties as set forth on the initial page thereof. 

Exhibit means an attachment to the Master Services Agreement as such attachment may be amended. 

Facilities means the Customer and/or Service Provider facilities at and from which Service Provider will provide and perform the Services, as set forth in the applicable Statement of Work. 

Governmental Authority means any nation or government, any federal, state, province, territory, city, town, municipality, county, local or other political subdivision thereof or thereto, any quasi-Governmental Authority, and any court, tribunal, arbitral body, taxation authority, department, commission, board, bureau, agency, instrumentality thereof or thereto or otherwise which exercises executive, legislative, judicial, regulatory or administrative functions of or pertaining to government. 

Intellectual Property Rights means any and all intellectual property rights existing from time to time under any Law, including patent law, copyright law, semiconductor chip protection law, moral rights law, trade secret law, trademark law (together with all of the goodwill associated therewith), unfair competition law, publicity rights law, or privacy rights law, and any and all other proprietary rights, and any and all applications, renewals, extensions and restorations of any of the foregoing, now or hereafter in force and effect worldwide.  

Law means all applicable laws (including those arising under common law), statutes, codes, rules, regulations, reporting or licensing requirements, ordinances and other pronouncement having the effect of law of Canada, any foreign country or any domestic or foreign state, county, city, province, or other political subdivision, including those promulgated, interpreted, or enforced by any Governmental Authority. 

Losses means any judgments, settlements, awards, losses, charges, liabilities, penalties, interest claims (including Taxes and all related interest and penalties incurred directly with respect thereto), however described or denominated, and all related reasonable costs, expenses and other charges (including all reasonable attorneys’ fees and reasonable internal and external costs of investigations, litigation, hearings, proceedings, document and data productions and discovery, settlement, judgment, award, interest and penalties), however described or denominated. 

MSA means the Master Services Agreement by and between the Parties, and the attached Exhibits. 

Person means an individual, corporation, limited liability company, partnership, trust, association, joint venture, unincorporated organization or entity of any kind or nature, or a Governmental Authority. 

Personally Identifiable Information (PII) means personally identifiable information of individuals, and any information that may be used to track, locate or identify such individuals (including, without limitation, names, addresses, credit card numbers, account numbers, specific items ordered, and also denominations and quantities ordered by customers and aggregate customer and/or product information if any individual person can be identified from such information), which is generated by or disclosed to Service Provider or any Service Provider Representatives in connection with the Services, and includes such information of the Customer employees and of individuals who seek to obtain, obtain or have obtained products or services from the Customer and/or who have been solicited by or on behalf of the Customer. 

Service Provider Equipment means all equipment owned or leased by Service Provider that is used, directly or indirectly, to provide the Services. 

Statement of Work means a statement of work, in similar form to Exhibit 2, entered into by the Parties describing the Services to be provided by Service Provider under that Statement of Work and the attached Schedules. 

Statement of Work Term means the term of an applicable Statement of Work, as set forth therein. 

Services means the services provided by Service Provider under this Agreement that are detailed on Provider’s website available at [URL] and more specifically reflected in any Statement of Work. 

Service Provider Representatives means Service Provider Affiliates, subcontractors, representatives and agents, and the employees of the foregoing. 

Tax means federal, provincial, state, and local sales, use and other similar types of transfer taxes or fees, however designated or imposed, which are in the nature of a transaction tax or fee, but not including any taxes, duties or fees imposed on or measured by net or gross income or gross receipts, capital stock or net worth or in the nature of an income, capital, franchise, or net worth tax. 

Third-Party means a business or entity other than the Customer or the Service Provider or any of their respective Affiliates. 

Third-Party Agreements means those agreements for which Service Provider has undertaken financial, management, operational, use, access and/or administrative responsibility and/or benefit in connection with the provision of the Services, and pursuant to which the Customer has contracted with a Third-Party Provider to obtain any Third-Party products, software and/or services that will be used, accessed and/or managed in connection with the Services.  

Third-Party Provider means a business or entity other than the Customer or the Service Provider or any of their respective Affiliates that provides products, software and/or services under a Third-Party Agreement. 

Forms of Statement of Work will be available upon request.

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