Terms of Service

Unwrapit Terms of Service

Unwrapit Inc (“Unwrapit”) provides a Software as a Service platform (“Platform”) more fully described on the website Unwrapit.com (“Site”). The Service is provided on a subscription basis as further described in this Agreement, within the Order and on the Website under specific subscription plans offered by Unwrapit from time to time.   The Services are provided through the Site.   This Agreement applies to anyone (“You”/”Customer”) who subscribes for or otherwise uses the Services.

THESE TERMS (WHICH TOGETHER WITH THE ORDER FORM ARE COLLECTIVELY REFERRED TO AS THE “AGREEMENT”) CONTAINS IMPORTANT LIMITATIONS ON REPRESENTATIONS, WARRANTIES, CONDITIONS, REMEDIES AND LIABILITIES THAT ARE APPLICABLE TO THE SERVICES SO YOU SHOULD READ IT CAREFULLY BEFORE USING THE SERVICES.  EITHER BY CLICKING A BOX INDICATING YOUR ACCEPTANCE OR BY EXECUTING AN ORDER FORM THAT REFERENCES THIS AGREEMENT, YOU AGREE TO THE TERMS HEREOF. IF YOU ARE AN AGENT OR EMPLOYEE OF AN ENTITY YOU REPRESENT AND WARRANT THAT (I) THE INDIVIDUAL ACCEPTING THIS AGREEMENT IS AUTHORIZED TO ACCEPT THIS AGREEMENT ON SUCH ENTITY'S BEHALF AND TO BIND SUCH ENTITY, AND (II) SUCH ENTITY HAS FULL POWER, CORPORATE OR OTHERWISE, TO ENTER INTO THIS AGREEMENT AND PERFORM ITS OBLIGATIONS HEREUNDER.  IF YOU DO NOT ACCEPT THESE TERMS, THEN DO NOT USE THE WEBSITE OR ANY OF ITS CONTENT OR SERVICES.  

1. DEFINITIONS. For the purposes of this Agreement, in addition to the capitalized terms defined elsewhere in this Agreement, the following terms shall have the meanings ascribed to them as follows.
   
   ‍“Affiliate” means any entity that directly or indirectly controls, is controlled by, or is under common control with the subject entity.  “Control”, for purposes of this Agreement, means direct or indirect ownership or control of more than fifty percent (50%) of the voting interests of the subject entity;
   
   “Customer Data” means all electronic data or information submitted by Customer and/or its Users to the Service;
   
   “Effective Date” means the effective date as stated in the Order Form or, if not so stated, the date of last signature or acceptance of that Order Form. 
   
   “Event” means any form of event ((whether virtual, physical, or otherwise and in any format and through any media) organized or controlled by Customer and as specified in the applicable Order Form. 
   
   “Fee” means the fees (as specified in the applicable Order Form) payable by Customer to Unwrapit for the right to receive the Service (“Subscription Fees”) and to provide the Unwrapit Gifts (“Gift Fees”); 
   
   ‍"Gift” means the third party digital vouchers, subscriptions d, gift cards or similar as selected under the applicable Order Form.
   
   “Gift Providers” means the third party merchants, retailers or other entities to whom the Gifts relate 
   
   “Malicious Code” means viruses, worms, time bombs, Trojan horses and other harmful or malicious code, files, scripts, agents or programs;
   
   “Order Form” means a written document executed or otherwise accepted by each Party  under which Customer agrees to subscribe for the Services under these terms, which may specify the Event, Unwrapit GiftsService, Service subscription period,  Fees and any other additional commercial terms agreed by the parties;
   
   “Target” means any individual whom Customer wishes to contact through the Service, who must be a participant in or registrant for the Event organized or controlled by Customer;
   
   “Service” means the subscription to the Platform as described in the applicable Order Form;
   
   “Subscription Period” means the subscription period for the Service as specified in the applicable Order Form(s) executed by the parties;
   
   “Term” has the meaning ascribed to that term in Section 10.1; and
   
   “User” means an individual or entity who is authorized by Customer to use the Service as an administrator, and who has registered an account with the Service under Customer’s credentials. 

2. GRANT OF LICENSE. 
   
   2.1 Provision of Service.  Conditioned on the provisions in this Section 2 and the other terms and conditions of this Agreement including payment of the applicable fees, Unwrapit shall make the Service available to Customer during the Subscription Period, and shall deliver the applicable functionality of the Services to the Targets selected by Customer.  Customer’s right to use the Service during the Subscription Period shall be in accordance with any additional conditions, restrictions or parameters specified in the applicable Order Form(s).
   
   2.2 User Accounts.  User accounts are for use by designated Users and cannot be shared or used by more than one User but may be reassigned to new Users replacing former Users who no longer require ongoing use of the Service.
   
   2.3 Customer Affiliates.  Customer Affiliates may use the Service subject to the terms of this Agreement.  Customer shall cause each Customer Affiliate to comply with the terms and conditions of this Agreement to the full extent as if such Affiliate were a party hereto, and any act or omission relating to this Agreement by such Customer Affiliate shall be deemed an act or omission of Customer. In addition, each party may use one or more Affiliates to perform its obligations under this Agreement, provided that such use shall not affect such party’s obligations hereunder and any act or omission by such Affiliate relating to this Agreement shall be deemed an act or omission of such party.

3. USE OF THE SERVICE.
   
   3.1 Customer Responsibilities.  Customer is responsible for all activities that occur in User accounts and for Users’ compliance with this Agreement.  Customer shall: (i) have sole responsibility for the accuracy, quality, integrity, legality, reliability, and appropriateness of all Customer Data; (ii) use commercially reasonable efforts to prevent unauthorized access to, or use of, the Service, and notify Unwrapit promptly of any such unauthorized access or use; and (iii) comply with all applicable local, provincial, state, federal and foreign laws in using the Service. In particular, when using the Service, Customer and its Users shall not:

1. Use the Service to send any communications (that is, Spam) to any Target unless Customer has obtained and maintained the appropriate consents required under applicable laws to send such communications. Spam can be in the form of bulk emails, one to one commercial communications such as email or as otherwise defined by applicable law.
2. Provide any material (whether text, logos, images, graphics, content or otherwise) through the Service  that wasn’t created by you, provided for you to use, or that would violate anyone’s rights. 
3. Use any misleading or incorrect names, addresses, email addresses, subject lines, or other information in or through the Service.
4. Use an outside unsubscribe process when sending bulk content to an audience hosted in the Service.
5. Provide any sensitive personal information through the Service, including without limitation any health information, government identifiers, passwords, security credentials, or similar.

3.2 Use Guidelines.  Customer shall not: (i) license, sublicense, sell, resell, rent, lease, transfer, assign, distribute, time share or otherwise commercially exploit or make the Service available to any third party; (ii) use the Service to send spam or otherwise duplicative or unsolicited messages in violation of applicable laws; (iii) use the Service to send or store infringing, obscene, threatening, libelous, or otherwise unlawful or tortious material, including material that is harmful to children or violates third-party privacy or publicity rights; (iv) use the Service to send or store Malicious Code; (v) interfere with or disrupt the integrity or performance of the Service or the data contained therein; or (vi) attempt to gain unauthorized access to the Service or its related systems or networks. All communications to Targets through the Platform shall comply with applicable laws, including without limitation by having: (i) a prominent link to the unsubscribe mechanism facilitated through the Platform; (ii) clear and prominent information identifying Customer, including  the corporate and trading name of Customer, Physical and mailing address of Customer, and Telephone number, email address or website of Customer; and (iii) details of why the Target is receiving the communications and how the consent was obtained.  Customer shall further adhere to such additional communication policies as may be communicated or amended by Unwrapit from time to time in order to comply with applicable laws or good industry standards.

3.3 Publicity.  Either party may issue public communications relating to this Agreement. Each party may include the name and logo of the other party in lists of customers or vendors in accordance with the other party's standard guidelines.

3.4 Gifts. Unwrapit shall use commercially reasonable endeavours to procure and deliver the Gifts specified in any particular Order. However, Customer acknowledges and agrees that, as all Gifts are third party products, the availability and performance of such Gifts may be outside of the reasonable control of Unwrapit. Gift Providers may impose certain terms and restrictions on the use and redemption of Gifts, which terms and conditions are as between the Gift Provider and Target and are outside of Unwrapit’s control or responsibility. Unwrapit does not control the information posted by Gift Providers, and as such, does not guarantee the accuracy, integrity or quality of such Gifts. Under no circumstances will Unwrapit be liable in any way for any acts or omissions of any Gift Provider or the use or misuse of any Gift. Unwrapit is not and shall not be responsible or liable for the accuracy, usefulness or availability of any Gift or any site linked to by any Gift.

4. FEES AND PAYMENT.

1. Subscription Fees.  In consideration for the receipt of the Service, Customer shall pay Unwrapit the Subscription Fees specified in the applicable Order Form. Unwrapit reserves the right to amend the fees for any Renewal Term (as defined in section 10.1) on not less than 60 days’ advance notice in writing to the Customer. 
2. Gift Fees. Unless otherwise specified in the applicable Order Form, Customer shall pre-pay the amount of the Gift Fees specified in the applicable Order Form prior to the delivery of the Services to any Target. Unwrapit shall not be obliged to deliver or honor any Unwrapit Gifts where doing so would exceed the amount of the Gift Fee paid by Customer. In the event that Unwrapit reasonably believes that the amount of Gifts claimed by Targets may exceed the Gift Fee, Unwrapit may inform Customer accordingly and Customer may elect to pay additional Gift Fees. If Customer authorizes a value or specification of Gifts to Targets then Customer shall be liable for the entire amount of any associated costs of such Gifts, even if such amount exceeds the amount of the Gift Fee specified in any applicable Order Form. Unwrapit reserves the right to retain all Gift Fees paid to Unwrapit. In the event that any Gift Fees are not claimed within the Term, Unwrapit in its sole discretion may grant the Customer a credit or a refund, less 30% administration charge of the Gift Fees remaining.   
3. Invoicing and Payment.  Fees for the Service will be invoiced annually unless otherwise specified in the applicable Order Form executed by the parties. Unless otherwise stated in an invoice, platform subscription charges are due net thirty (30) days from the invoice date. Pre-pay amounts of Gift Fees are due upon signature of the Order Form.  Customer is responsible for maintaining complete and accurate billing and contact information with Unwrapit.
4. Overdue Payments.  Any payment not received from Customer by the due date may accrue (except with respect to charges then under reasonable and good faith dispute), at Unwrapit’s discretion, late charges at the rate of 1.0% of the outstanding balance per month (12.67% per annum), or the maximum rate permitted by law, whichever is lower, from the date such payment was due until the date paid.
5. Taxes.  Unless otherwise stated, Unwrapit's fees do not include any direct or indirect local, state, provincial, federal or foreign taxes, levies, duties or similar governmental assessments of any nature, including value-added, goods and services, harmonized, use or withholding taxes  (collectively, "Taxes").  Customers are responsible for paying all Taxes associated with its purchases hereunder, excluding taxes based on Unwrapit's net income or property.  If Unwrapit has the legal obligation to pay or collect Taxes for which Customer is responsible under this section, the appropriate amount shall be invoiced to and paid by Customer, unless Customer provides Unwrapit with a valid tax exemption certificate authorized by the appropriate taxing authority.
6. Audit Rights. Unwrapit shall have the right to use the capabilities of the Service to confirm Customer’s compliance with this Agreement.
7. Suspension of Service. If Customer's account is thirty (30) days or more overdue (except with respect to charges then under reasonable and good faith dispute), in addition to any of its other rights or remedies, Unwrapit reserves the right to suspend the Service provided to Customer, without liability to Customer, until such amounts are paid in full.

4. PROPRIETARY RIGHTS AND PRIVACY.

1. Reservation of Rights.   Subject to the limited rights expressly granted hereunder, Unwrapit reserves all rights, title and interest in and to the Service, including all related intellectual property rights. No rights are granted to Customer hereunder other than as expressly set forth in this Agreement.
2. Restrictions.  Customer shall not (and shall not allow any third party to): (a) modify, translate, reverse engineer, decompile, disassemble, or create derivative works based on the Service except to the extent that enforcement is prohibited by applicable law notwithstanding a contractual provision to the contrary; (b) circumvent any user limits or other timing or use restrictions that are built into the Service; (c) remove any proprietary notices, labels, or marks from the Service; (d) frame or mirror any content forming part of the Service; or (e) access the Service in order to (i) build a competitive product or service, or (ii) copy any ideas, features, functions or graphics of the Service.
3. Customer Data.  As between Unwrapit and Customer, Customer exclusively owns all rights, title and interest in and to all Customer Data. Customer Data is deemed Customer’s Confidential Information under this Agreement. Unwrapit shall not access Customer's User accounts, including Customer Data, except to respond to service or technical problems or at Customer's request or as necessary for the operation of the Service or billing.  Customer hereby grants Unwrapit a non-exclusive, non-transferable (except in connection with the permitted assignment of this Agreement), irrevocable, worldwide, royalty-free, fully paid-up license for the Term (and for thirty (30) days thereafter) to use and otherwise exploit the Customer Data as reasonably required to provide the Service.  The forgoing license shall include the right for Unwrapit to use and copy the Customer Data for the purpose of creating aggregated and anonymized statistical analytics in respect to Service use and other Service and User parameters and characteristics (“Aggregated Statistics”).  Unwrapit shall own all Aggregated Statistics created from the Customer Data.
4. Privacy. In the course of using the Services, Customers may submit to or collect personal information through the Service, including personal data of Users and Targets (“Customer Personal Information”).  Unwrapit’s  Privacy Policy, together with any Service-specific privacy notices or statements set out on the Unwrapit website  (collectively, “Unwrapit privacy policies”), detail how Unwrapit treats Customer Personal Information and Unwrapit agrees to adhere to those Unwrapit privacy policies. You in turn agree that Unwrapit may use Customer Personal Information in accordance with the Unwrapit privacy policies and applicable data protection laws. You also agree that you are responsible for obtaining the requisite consent from any individuals for the processing of their personal information through the Services by Unwrapit on your behalf. 
5. Suggestions. Unwrapit shall have a royalty-free, worldwide, transferable, sublicensable, irrevocable, perpetual, unrestricted license to use or incorporate into the Service and/or any other products or services any suggestions, enhancement requests, recommendations or other feedback provided by Customer or its Users relating to the Service.

6. CONFIDENTIALITY.

1. Definition of Confidential Information.  As used herein, “Confidential Information” means all confidential and proprietary information of a party (the “Disclosing Party”) disclosed to the other party (the “Receiving Party”), whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure, including the terms and conditions of this Agreement (including pricing and other terms reflected in all Order Form hereunder), the Customer Data, the Service, business and marketing plans, technology and technical information, product designs, and business processes.  Confidential Information shall not include any information that:  (i) is or becomes generally known to the public without breach of any obligation owed to the Disclosing Party; (ii) was known to the Receiving Party prior to its disclosure by the Disclosing Party without breach of any obligation owed to the Disclosing Party; (iii) was independently developed by the Receiving Party without breach of any obligation owed to the Disclosing Party; or (iv) is received from a third party without breach of any obligation owed to the Disclosing Party.
2. Confidentiality.  The Receiving Party shall not disclose or use any Confidential Information of the Disclosing Party for any purpose outside the scope of this Agreement, except with the Disclosing Party's prior written permission.
3. Protection.  Each party agrees to protect the confidentiality of the Confidential Information of the other party in the same manner that it protects the confidentiality of its own proprietary and confidential information of like kind (but in no event using less than reasonable care).
4.  Compelled Disclosure.  If the Receiving Party is compelled by law to disclose Confidential Information of the Disclosing Party, it shall provide the Disclosing Party with prior notice of such compelled disclosure (to the extent legally permitted) and reasonable assistance, at the Disclosing Party's cost, if the Disclosing Party wishes to contest the disclosure.
5. Remedies.  If the Receiving Party discloses or uses (or threatens to disclose or use) any Confidential Information of the Disclosing Party in breach of confidentiality protections in this Agreement, the Disclosing Party shall have the right, in addition to any other remedies available to it, to seek injunctive relief to enjoin such acts, it being specifically acknowledged by the parties that any other available remedies may be inadequate.

7. WARRANTIES AND DISCLAIMERS.

1. Warranties.  Each party warrants that it has the legal power to enter into this Agreement.  Unwrapit warrants that (i) it will provide the Service in a manner consistent with general industry standards reasonably applicable to the provision thereof; (ii) the Service shall perform materially in accordance with the descriptions set out in the Site; and (iii) the Service will not contain or transmit any Malicious Code (except for any Malicious Code contained in User or Customer-uploaded materials or otherwise originating from Customer or a User). Customer represents and warrants that it will comply with all applicable laws in the use of the Service, including without limitation all applicable laws regarding privacy, personal information and commercial communications, and shall obtain all requisite consents from Targets prior to using the Service to communicate with or send Gifts to such Targets. 
2. Disclaimer.  EXCEPT AS EXPRESSLY PROVIDED IN SECTION 7.1, UNWRAPIT MAKES NO REPRESENTATIONS AND PROVIDES NO WARRANTIES OR CONDITIONS OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, AND SPECIFICALLY DISCLAIMS ALL IMPLIED REPRESENTATIONS, WARRANTIES AND/OR CONDITIONS, INCLUDING ANY REPRESENTATIONS, WARRANTIES AND/OR CONDITIONS OF MERCHANTABILITY, MERCHANTABLE QUALITY, DURABILITY, TITLE, NON-INFRINGEMENT, SATISFACTORY QUALITY OR FITNESS FOR A PARTICULAR PURPOSE, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW.

8. INDEMNIFICATION.

1. Indemnification by Customer.  Subject to the terms and conditions of this Agreement, Customer shall, at its own expense, defend Unwrapit, its Affiliates and its and their directors, officers, employees and agents (the “Unwrapit Indemnitees”) in any action, suit or proceeding brought by a third party against any of the  Unwrapit Indemnitees alleging that (i) the Customer Data, or Customer's misuse of the Service in violation of this Agreement, infringes or misappropriates the intellectual property or other rights of, or has otherwise harmed, a third party ; or (ii) the Customer’s use of the Service (or the action of Unwrapit at the direction of Customer, including without limitation the communication with any Target on Customer’s request) breaches any rights of Customer or other breaches applicable law, including without limitation any laws regarding Spam or commercial communications (“Customer Claims”) and shall indemnify and hold the Unwrapit Indemnitees harmless from and against any settlement amounts agreed in writing by Customer and/or any losses, damages, expenses or costs (including but not limited to reasonable attorneys' fees) awarded to such third party against any of the Unwrapit Indemnitees by a court or tribunal of competent jurisdiction in any such Customer Claim.  As conditions for such defense and indemnification by Customer, (i) Unwrapit shall notify Customer promptly in writing upon becoming aware of all pending Customer Claims; (ii) Unwrapit shall give Customer sole control of the defense and settlement of such Customer Claims; (iii) Unwrapit shall cooperate fully with Customer in the defense or settlement of such Customer Claims; and (iv) Unwrapit shall not settle any Customer Claims without Customer’s written consent, or compromise the defense of any such Customer Claims or make any admissions in respect thereto.

9. LIMITATION OF LIABILITY.

1. Limitation of Liability.  IN NO EVENT SHALL EITHER PARTY'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE) OR UNDER ANY OTHER THEORY OF LIABILITY, EXCEED THE LESSER OF $5,000 OR THE AMOUNTS ACTUALLY PAID BY AND DUE FROM CUSTOMER HEREUNDER IN THE TWELVE MONTHS PRECEDING THE INCIDENT GIVING RISE TO LIABILITY.
2. Exclusion of Consequential and Related Damages.  IN NO EVENT SHALL EITHER PARTY HAVE ANY LIABILITY TO THE OTHER PARTY FOR ANY LOST PROFITS OR FOR ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS, LOSS OF PROFITS, BUSINESS INTERRUPTION, LOSS OF DATA, LOST SAVINGS OR OTHER SIMILAR PECUNIARY LOSS)  HOWEVER CAUSED AND, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE) OR UNDER ANY OTHER THEORY OF LIABILITY, WHETHER OR NOT THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
3. Certain Damages Not Excluded.  NOTWITHSTANDING THE FOREGOING, NO LIMITATION OF EITHER PARTY’S LIABILITY SET FORTH IN THIS AGREEMENT SHALL APPLY TO (I) DAMAGES ARISING FROM A PARTY’S BREACH OF ITS CONFIDENTIALITY OBLIGATIONS, (II) DAMAGES ARISING FROM ANY INFRINGEMENT AND/OR MISAPPROPRIATION OF A PARTY’S INTELLECTUAL PROPERTY RIGHTS; (III) ANY CLAIMS FOR NON-PAYMENT; OR (IV) EACH PARTY’S INDEMNIFICATION OBLIGATIONS PURSUANT TO THIS AGREEMENT.
4. Beneficiaries.  Every right, exemption from liability, release, defence, immunity and waiver of whatsoever nature applicable to a party under this Agreement shall also be available and shall extend to benefit and to protect such party’s Affiliates, subcontractors, agents, licensors, suppliers, directors and/or employees and for such purposes such party is or shall be deemed to be acting as agent or trustee on behalf of and for the benefit of such companies and persons in respect to such rights, exemptions, releases, defenses, immunities and waivers.

10. TERM AND TERMINATION.

1. Term of Agreement.  This Agreement shall commence as of the Effective Date and shall continue in effect for the initial term specified in the Order Form or, if not so specified, an initial term of one (1) year (such initial term referred to in this Agreement as the “Initial Term”).  Thereafter, the term of the Agreement shall be automatically renewed annually on the anniversary of the Effective Date for additional one (1) year renewal terms (any such subsequent renewal terms referred to in this Agreement as a “Renewal Term”), unless either party gives written notice of non-renewal to the other party at least thirty (30) days prior to the end of the Initial Term or any Renewal Term hereof.  Collectively, the Initial Term and any subsequent Renewal Terms shall constitute the “Term”.  If this Agreement expires and there are any outstanding Order Forms that have Subscription Periods that extend beyond the effective date of expiration of this Agreement, then this Agreement shall remain in effect in respect to such Order Forms until such Subscription Periods have completed, whereupon this Agreement shall expire (subject to Section 10.4 ( Surviving Provisions)).  If this Agreement is terminated for cause by either of the parties then all Order Forms shall terminate at the same time as this Agreement terminates. 
2. Termination for Cause.  A party may terminate this Agreement for cause:  (i) upon thirty (30) days written notice of a material breach to the other party if such breach remains uncured at the expiration of such period; or (ii) if the other party becomes the subject of a petition in bankruptcy or any other proceeding relating to insolvency, receivership, liquidation or assignment for the benefit of creditors.  Upon any termination for cause by Customer (but not otherwise), Unwrapit shall refund Customer any prepaid fees for any periods after the termination of the Agreement.
3. Outstanding Fees.  Termination or expiration of this Agreement shall not relieve Customer of the obligation to pay any fees accrued or payable to Unwrapit prior to the effective date of termination or expiration of this Agreement.
4. Surviving Provisions.  The following provisions shall survive any termination or expiration of this Agreement: Sections 4 through 11.

11. GENERAL PROVISIONS.

1. Relationship of the Parties.  The parties are independent contractors.  This Agreement does not create a partnership, franchise, joint venture, agency, fiduciary or employment relationship between the parties.
2. No Third-Party Beneficiaries.  Except as expressly provided in this Agreement, there are no third-party beneficiaries to this Agreement.
3. Notices.  All notices under this Agreement shall be in writing and shall be deemed to have been given upon: (i) personal delivery; (ii) the second business day after mailing; (iii) the second business day after sending by confirmed facsimile; or (iv) the second business day after sending by email.  Notices to Unwrapit shall be addressed to the attention of the Legal Department.  Notices to Customer shall be addressed to Customer’s signatory of this Agreement unless otherwise designated below.
4. Waiver and Cumulative Remedies.  No failure or delay by either party in exercising any right under this Agreement shall constitute a waiver of that right.  Other than as expressly stated herein, the remedies provided herein are in addition to, and not exclusive of, any other remedies of a party at law or in equity.
5. Severability.  If any provision of this Agreement is held by a court of competent jurisdiction to be contrary to law, the provision shall be modified by the court and interpreted so as best to accomplish the objectives of the original provision to the fullest extent permitted by law, and the remaining provisions of this Agreement shall remain in effect.
6. Assignment.  Neither party may assign any of its rights or obligations hereunder, whether by operation of law or otherwise, without the prior written consent of the other party (not to be unreasonably withheld).  Notwithstanding the foregoing, each party may assign this Agreement in its entirety (including all Order Forms), without consent of the other party, to an Affiliate or in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its business, stock or assets.  Any attempt by a party to assign its rights or obligations under this Agreement in breach of this section shall be void and of no effect.  Subject to the foregoing, this Agreement shall bind and inure to the benefit of the parties, their respective successors and permitted assigns.
7. Governing Law.  This Agreement shall be governed by the laws of the Province of Ontario, Canada, without regard to its conflict of law principles.  No choice of laws rules of any jurisdiction shall apply to this Agreement.  The application of the United Nations Convention on Contracts for the International Sale of Goods to this Agreement is expressly excluded.  The parties confirm that it is their wish that this Agreement as well as all other documents relating to this Agreement, including notices, be drawn up in English only.    
8. Venue; Waiver of Jury Trial.  The provincial and federal courts located in Ottawa, Ontario, Canada, shall have exclusive jurisdiction to adjudicate any dispute arising out of or relating to this Agreement.  Each party hereby consents to the exclusive jurisdiction of such courts.  Each party also hereby waives any right to jury trial in connection with any action or litigation in any way arising out of or related to this Agreement.
9. Force Majeure.  Neither party shall be responsible for its failure to perform to the extent due to unforeseen circumstances or causes beyond its control, including but not limited to acts of God, wars, terrorism, riots, embargoes, acts of civil or military authorities, fires, floods, accidents, or strikes, labour problems (other than those involving the employees of the affected party), computer, telecommunications, Internet service Unwrapit or hosting facility failures or delays involving hardware, software or power systems not within a party’s possession or reasonable control, provided that such party gives the other party prompt written notice of the failure to perform and the reason therefore and uses its reasonable efforts to limit the resulting delay in its performance.

Entire Agreement.  This Agreement, including Order Forms constitutes the entire agreement between the parties, and supersedes all prior and contemporaneous agreements, proposals or representations, written or oral, concerning its subject matter. No modification, amendment, or waiver of any provision of this Agreement shall be effective unless in writing and signed by the party against whom the modification, amendment or waiver is to be asserted. To the extent of any conflict or inconsistency between the provisions in the body of this Agreement and Order Form, the terms of this Agreement prevail unless otherwise expressly provided for in the applicable Order Form. Notwithstanding any language to the contrary therein, no terms or conditions stated in a Customer purchase order or in any other Customer order documentation shall be incorporated into or form any part of this Agreement, and all such terms or conditions shall be null and void.