Schedule F Terms

Schedule "F"

General Terms and Conditions

1) DEFINITIONS

In this Agreement:

"Business Day" means any day other than a Saturday, Sunday or statutory holiday in the Province of Alberta;
"Customer Tools" means any tools provided by the Customer that PC Corp requires to function properly in order to allow PC Corp to perform the Services, including, but not limited to, internet access and customer server access, where required;
"Device" means any device set out in Schedule "D" and "Devices" means more than one Device;
“Errors” means any error, defect or failure outside the reasonable control of PC Corp including without limitation: (i) any error, defect, or failure of any third-party software or hardware to conform to its functional specifications; (ii) any error or failure of caused, related to, or in any way connected to internet connections; (iii) resulting from actions or inactions of any third-party including unavailability of any third-party software, or third-party hardware or services; and (iv) any exclusions or restrictions as set forth in Schedule A respecting the Services or otherwise contained in this Agreement;
"Event of Default" means, with respect to either party, if:
1. the party neglects or fails to observe, perform, or comply with any of its obligations or covenants pursuant to this Agreement, and:
  1. such neglect or failure is not cured within 30 days after being required in writing to do so by the other party, or
  2. if such neglect or failure is not capable of being cured within 30 days as aforesaid but can be cured within a commercially reasonable period of time by a commercially reasonable effort by the defaulting party, the defaulting party has not commenced to cure such neglect or failure within the said 30day period and has not continued to effectively and diligently cure such neglect or failure within such commercially reasonable period of time.
2. an assignment is made of the party's assets for the benefit of its creditors or a proposal to its creditors is made under any bankruptcy or insolvency legislation of any jurisdiction;
3. a petition in bankruptcy is filed and presented against the party or a receiver, receiver and manager, custodian or similar agent is appointed or takes possession of any property or business of the party;
4. the party ceases or threatens to cease to carry on its business;
5. an execution, sequestration, extent or other process of any court becomes enforceable against the party or a distress or analogous process is levied upon the property of the party; or
6. notwithstanding Section 1(d)(i) of this definition, if the Customer does not pay the Fees to PC Corp within 30 days of the date of the invoice from PC Corp;
"Fees" means the fees and expenses to be paid by the Customer to PC Corp as set forth in Schedule "B" hereto;
"Force Majeure" means any act of God, major storms, civil disturbance or any similar major event or occurrence not within the control of a party and which by the exercise of due diligence by such party could not have been prevented, but lack of funds on the part of such party shall be deemed not to be a Force Majeure;
"PC Corp Property" means all hardware and software installed or provided by PC Corp that was required to conduct the Services or that was otherwise used to conduct the Services, including, but not limited to, any monitoring probes and any equipment used by PC Corp to perform the Services. For clarity, any third-party software provided by the Customer shall not be deemed to be PC Corp Property;
"Services" means the activities associated with professional services as more particularly identified in Schedule "A" hereto;
"Supported Sites" means the work sites of the Customer that PC Corp performs Services at, as more particularly set out in Schedule ""C"; and
"Term" means the Initial Term plus any subsequent Renewal Terms of this Agreement.

2) OBLIGATIONS OF PC CORP

PC Corp shall:

perform the Services faithfully, in a commercially reasonable manner, and in accordance with and subject to the terms and conditions contained in this Agreement; and
obtain and maintain at its sole expense all necessary permits, licenses, consents and approvals required by all authorities having jurisdiction incidental to the performance of PC Corp's obligations under this Agreement.

3) OBLIGATIONS OF CUSTOMER

The Customer represents, warrants and covenants as follows:
respond to requests for relevant information on a timely basis;
ensure that sufficient Customer representatives are present as PC Corp may reasonably require in connection with the performance of the Services;
make available to PC Corp personnel familiar with the Customer’s requirements and with the expertise necessary to permit PC Corp to provide the Services;
provide PC Corp with timely and accurate information and documentation, as reasonably required by PC Corp to perform the Services;
provide PC Corp with adequate workspace, heat, light, ventilation, electric current, power outlets, internet, remote access and telephone access at the Supported Sites;
provide PC Corp with full access to its network and software systems, as may be required by PC Corp;
maintain the Supported Sites to such a standard to ensure a safe work environment for PC Corp;
promptly notify PC Corp upon becoming aware of any events or incidents that may impact PC Corp's ability to perform the Services or result in additional services being required;
promptly inform PC Corp of any modification, installation, or service performed by third parties that may affect the Services;
shall use business level products related to the Customer’s environment and agrees to comply with and implement PC Corp’s reasonable recommendations for updates, upgrades, and replacements to same as needed, on an ongoing basis, in order for PC Corp to provide the Services in accordance with the terms of this Agreement;
pay any additional Fees based on the hourly rates set out in Schedule "B" for any extra work required of PC Corp due to modifications or installations by third parties or the Customer that are not pre-approved in writing by PC Corp;
provide PC Corp with at least 30 days written notice regarding any proposed changes in Supported Sites. Upon receipt of such written notice, PC Corp may decide not to provide Services to such new Supported Sites and, if PC Corp does so, then the Fees shall be reduced based on the Services that are no longer being performed;
assist PC Corp with periodic reboots for Devices such as firewalls, routers and servers to apply/activate critical updates and configuration changes;
allow PC Corp to place a monitoring probe onto the Customer's server(s) within the Customer's network, place monitoring agents on all Devices, and have secure remote access to the Customer's server through the monitoring agents or other solution expressly approved by the Customer;
to comply with and implement PC Corp’s reasonable recommendations for updates, upgrades, and replacements to security and technology in the Customer’s environment, as needed, on an ongoing basis, in order for PC Corp to provide the Services in accordance with the terms of this Agreement;
designate a managerial level representative of the Customer to communicate with PC Corp regarding the Services and, where possible, be present on a Supported Site whenever a representative of PC Corp is present on a Supported Site to perform Services. The Customer shall provide at least 30 days written notice to PC Corp of any changes to the Customer's representative wherever possible; and
Provide 48 hours’ notice of scheduled on-site service cancellations.

4) NON-EXCLUSIVE SERVICES

4.1 PC Corp may accept concurrent contracting retainers from other parties during the Term.

5) PC CORP REPRESENTATIONS AND WARRANTIES AND DISCLAIMERS

5.1 PC Corp shall perform the Services in accordance with the professional skill, diligence and care which would reasonably and ordinarily be expected from of a supplier performing substantially similar services in the information technology industry, under the same or similar circumstances. Except Errors outside the reasonable control of PC Corp or as otherwise provided for herein, PC Corp shall make reasonable efforts to ensure that all Services are free from any discrepancies, errors or omissions.

5.2 PC Corp hereby represents and warrants with and to the Customer and acknowledges that the Customer is relying upon such representations and warranties, that PC Corp is experienced in the performance of all aspects of the Services and is capable of performing the Services in accordance with the terms, covenants and conditions contained in this Agreement. Notwithstanding the foregoing, the Customer acknowledges that if elements in the Customer environment exist that interfere with PC Corp's ability to perform the Services in accordance with best industry standards (including without limitation as arising from any third party products and services selected and directly sourced by Customer), PC Corp shall not be liable for any damages suffered by the Customer as a result of such interference.

5.3 Notwithstanding the foregoing, if the obligations of PC Corp hereunder require the supply of products, including hardware and software, that are produced or manufactured by third parties to the Customer, including, but not limited to, security software, backup software, anti-virus software or anti-spam software, or the supply of any other product produced or manufactured by a third party, the parties acknowledge that PC Corp makes no representations or warranties regarding such software or third party product, including, but not limited to, no representations or warranties regarding the fitness of such software or third party product for any particular purpose. If the Customer directly sources any third-party products, including hardware and software, Customer shall use reputable third party vendors of products and software that align to industry standard best practices, and are business level products.

DISCLAIMER OF WARRANTIES

5.4 NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT, THE WARRANTIES, IF ANY, SET FORTH IN THIS AGREEMENT ARE IN LIEU OF, AND PC CORP, ITS LICENSORS AND VENDORS EXPRESSLY DISCLAIM TO THE MAXIMUM EXTENT PERMITTED BY LAW, ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, ORAL OR WRITTEN, INCLUDING, WITHOUT LIMITATION, (i) ANY WARRANTY THAT ANY DEVICE, SOFTWARE, CONTENT, DELIVERABLES OR OTHER SERVICES ARE ERROR-FREE OR WILL OPERATE WITHOUT INTERRUPTION OR THAT ALL ERRORS WILL BE CORRECTED; (ii) ANY AND ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT, (iii) ANY WARRANTY THAT CUSTOMER DATA, CONTENT, AND/OR THIRD PARTY SOFTWARE OR CONTENT WILL BE ACCURATE, RELIABLE, NON-INFRINGING AND ERROR-FREE, AND (iv) ANY AND ALL IMPLIED WARRANTIES ARISING FROM STATUTE, COURSE OF DEALING, COURSE OF PERFORMANCE OR USAGE OF TRADE.

6) INSURANCE

PC Corp shall maintain the following insurance throughout the Term:

Commercial general liability insurance for a general aggregate of $2,000,000.00;
Workers' Compensation insurance;
Owned automobile liability insurance for the combined single limit of $1,000,000.00;
Hired and non-owned automobile liability insurance for the combined single limit of $2,000,000.00; and
Errors and Omissions insurance for $1,000,000.00 per Loss.

Upon request of the Customer, PC Corp shall furnish certificates evidencing such insurance coverage to the Customer within 30 days of the start of the Initial Term and at other times as may reasonably be requested by the Customer.

7) LIMITATION OF LIABILITY

Neither of PC Corp nor the Customer shall not be liable for any special, incidental, indirect, or consequential damages of any kind including, without limitation, those damages resulting from loss of data, income or profit.

NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT, TO THE FULLEST EXTENT PERMITTED BY LAW, PC CORP’S TOTAL LIABILITY (INCLUDING LEGAL FEES AWARDED UNDER THE AGREEMENT) TO THE CUSTOMER FOR ANY CLAIM BY CUSTOMER OR ANY THIRD PARTIES UNDER THIS AGREEMENT, WILL BE LIMITED TO THE AGGREGATE FEES PAID BY THE CUSTOMER IN THE PRIOR TWELVE (12) MONTH PERIOD FOR THE SERVICES WHICH IS THE SUBJECT MATTER OF THE CLAIM, SUCH AMOUNT TO BE CALCULATED AS OF THE DATE THAT SUCH CLAIM AROSE UNLESS SUCH CLAIM ARISES DUE TO A BREACH OF CONFIDENTIALITY, INFRINGEMENT OF A THIRD PARTY’S INTELLECTUAL PROPERTY, CLAIMS FOR NEGLIGENCE OR FROM WILFUL OR INTENTIONAL MISCONDUCT, OR PERSONAL INJURY, BUT ONLY IF AND TO THE EXTENT THAT ANY SUCH CLAIM OR LOSS IN EXCESS OF THE CAP IS COVERED BY AND RECOVERED BY PC CORP UNDER A POLICY OF INSURANCE HELD BY PC CORP OR BY ANY OTHER PARTY ON BEHALF OF, AND FOR THE BENEFIT OF PC CORP, OR OTHERWISE RECOVERED AND ACTUALLY PAID TO PC CORP FROM A THIRD-PARTY RELATED TO SUCH CLAIM BY CUSTOMER OR ANY THIRD PARTIES UNDER THIS AGREEMENT.

8) INDEMNIFICATION

PC Corp shall indemnify, defend, and hold harmless the Customer, its affiliates and its respective officers, directors, employees, volunteers, and agents (“Customer Parties”) from and against any and all losses, claims, demands, actions, and costs (including reasonable costs as between a solicitor and their client), fines, penalties, expenses, claims, demands, actions, proceedings, and suits of every kind or nature whatsoever which may occur in connection with, related to, or arising out of the negligent acts or omissions, or intentional actions of PC Corp in connection with a breach of this Agreement by PC Corp and its employees in performing the Services under this Agreement.
Customer shall indemnify, defend, and hold harmless the PC Corp, its affiliates and its respective officers, directors, employees, volunteers, contractors and agents from and against any and all losses, claims, demands, actions, and costs (including reasonable costs as between a solicitor and their client), fines, penalties, expenses, claims, demands, actions, proceedings, and suits of every kind or nature whatsoever which may occur in connection with, related to, or arising out of the negligent acts or omissions, or intentional actions of the Customer and Customer Parties in connection with a breach of this Agreement by the Customer or Customer Parties.

9) SUSPENSION OF SERVICES

PC Corp may suspend the Services if the Customer breaches this Agreement (including, without limitation, if the Customer fails to pay an invoice for Fees within 30 calendar days of the date of such invoice, whether the invoice is in relation to the Services under this Agreement or any other services provided by PC Corp to the Customer under any other agreement between the parties. For clarity, the suspension of the Services may be for as long as the invoice for the unpaid Fees remains unpaid.

10) OWNERSHIP OF PC CORP PROPERTY
The Customer acknowledges and agrees that PC Corp is the sole legal and beneficial owner of any and all of the PC Corp Property. This Section shall survive the termination or expiry of this Agreement.
Unless specifically agreed to in writing by PC Corp, the Customer acknowledges and agrees that all intellectual property of every nature and kind whatever, created or arising pursuant to or in connection with the performance of the Services, shall be and remain the sole and exclusive property of PC Corp.

11) TERMINATION FOR CONVENIENCE

11.1 This Agreement may be terminated for convenience at any time by either party upon 30 days written notice to the other party. Upon termination, PC Corp shall submit a final invoice to the Customer for Fees for Services performed up to the effective date of termination and PC Corp shall be compensated for such Services. In the event of termination for convenience by Customer or termination by PC Corp for an Event of Default by Customer, such final invoice shall further include any out of pocket expenditures of PC Corp relating to the remainder of the unexpired Term, including any payments to Vendors for Third-Party Products, where such expenditures are not refundable to PC Corp.

11.2 Upon termination of this Agreement for any reason whatsoever:

the Customer shall pay to PC Corp all Fees and other amounts owing to PC Corp for services performed up to and including the date of termination of this Agreement, and in the event of termination for convenience by the Customer or an Event of Default by Customer, such Fees shall include any out of pocket expenditures of PC Corp relating to the remainder of the unexpired Term, including any payments to Vendors for Third-Party Products, where such expenditures are not refundable to PC Corp, as detailed Section 13.2;
Upon payment to PC Corp of all Fees and other amounts owing to it, PC Corp will immediately return to the Customer all property of the Customer in PC Corp’s possession or control;
PC Corp shall, at the Customer’s option, destroy or return to the Customer all confidential information of the Customer, without retaining copies thereof, and shall provide to the Customer a certificate of a senior officer of the PC Corp as to such destruction or return; and
The Customer shall, at PC Corp’s option, destroy or return to PC Corp all confidential information of PC Corp, without retaining copies thereof, and shall provide to PC Corp a certificate of a senior officer of the Customer as to such destruction or return.

11.3 Upon termination of this Agreement for any reason other than an Event of Default by the Customer which is not remedied, or not remediable, during the applicable cure period or termination for convenience by Customer, PC Corp shall promptly reimburse the Customer for any prepaid Fees that are for Services that have not been performed up to the effective date of termination.

12) EVENT OF DEFAULT

Upon the occurrence of an Event of Default, the party that did not commit the Event of Default (the "Non-Defaulting Party") may, without prejudice to any of its other rights at law or equity, do one or more of the following:

immediately terminate this Agreement by written notice thereof given to the other party;
waive the Event of Default in the event that the Event of Default has been remedied within seven (7) days, provided however, that any such waiver shall not operate as a waiver of any subsequent or continuing Event of Default.

13) RETURN OF PC CORP PROPERTY ON EXPIRY OR TERMINATION

On or before the effective date of the earlier of:

the expiry of this Agreement; or
the termination of this Agreement,

all PC Corp Property shall be unconditionally surrendered to PC Corp and, if required, PC Corp shall be provided with access to the Customer's premises to remove the PC Corp Property from the Customer's Supported Sites. If PC Corp Property is lost or damaged while in the care of the Customer, the Customer will be responsible to repair or replace it.

14) NON-SOLICITATION

14.1 During the Term and Renewal Term, if applicable, and for one year thereafter (the “Restricted Period”), unless otherwise agreed in writing by PC Corp, the Customer will not directly or indirectly – on behalf of itself or with or for any of its subsidiaries, parents, related corporations, partners or co-ventures – solicit, hire or engage, or participate in the soliciting, hiring or engaging of, any employee or subcontractor of PC Corp, or any individual who was an employee or subcontractor of PC Corp, during the Restricted Period, to work or consult for the benefit of the Customer or any of the Customer’s parents, subsidiaries, related corporations, partners or co-ventures, other than through PC Corp.

14.2 The Customer acknowledges and agrees that in the event of a breach of its obligations outlined in section 14.1 it will be liable for any losses suffered by PC Corp as a result of the breach and that it shall pay PC Corp an amount equal to 50% of the employee’s last year’s annual compensation while employed by PC Corp as liquidated damages and not as a penalty, such amount as is reasonably calculated based upon the projected costs PC Corp would incur to identify, recruit, hire and train suitable replacements for such personnel.

15) CONFIDENTIALITY

15.1 PC Corp acknowledges that it may learn from the Customer Confidential information (as defined below), such as information relating to its customers, consumer, or employees. PC Corp shall take all steps to maintain the confidentiality of the Customer’s Confidential Information that it would take to protect its own confidential information which in no event shall be less than reasonable care. “Confidential Information” means all information received by PC Corp from the Customer that a reasonable person would understand to be confidential or proprietary under the circumstances of its disclosure shall be considered confidential except for information that: (i) is or becomes publicly available without any breach of this Agreement; (ii) is lawfully in the PC Corp’s possession prior to disclosure; (iii) is independently developed by the PC Corp without reference to the Customer’s information; or (iv) is lawfully disclosed to PC Corp by a third party without restrictions of confidentiality.

15.2 The Customer acknowledges that the terms of this Agreement are confidential for the benefit of PC Corp and the Customer shall not disclose the terms of this Agreement to any third party, except such disclosure to the Customer’s key management employees, affiliates, and its legal and financial advisors on a need to know basis and which may be reasonably required for the Customer to perform its obligations pursuant to this Agreement and on condition that prior to such disclosure such individual, person, firm, or entity shall be informed of the confidentiality obligations set forth in this Agreement, and shall agree, in writing, to abide by the obligations of confidentiality set out herein, or would otherwise by bound by written or professional obligations of confidentiality which would include those set out herein, without the prior written consent of PC Corp, which may be arbitrarily withheld.

TAXES AND DEDUCTIONS

PC Corp shall be responsible to collect, remit, and pay all source deductions, Canada Pension contributions, employment insurance premiums, taxes and GST and all other required payments, contributions or deductions under all applicable laws and authorities including, but not limited to, any assessments levied pursuant to the Workers' Compensation Act (Alberta) which arise or may hereafter arise with respect to the performance of the obligations of PC Corp under this Agreement and the Customer shall have no liability for the same.

FORCE MAJEURE

17.1 If the parties shall fail to meet their respective obligations hereunder within the respective time prescribed therefor and such failure shall be directly caused or materially contributed to by an event of Force Majeure, such failure shall be deemed not to be a breach of the obligations of such party, provided however, in such event, such party shall:

immediately notify the other party of the circumstances of the event of Force Majeure, the extent to which the performance of obligations under this Agreement are affected, and the actions taken by the said party to mitigate against the effects of the event of Force Majeure; and
use its best efforts to put itself in a position to carry out its obligations hereunder as soon as reasonably possible.
In no event shall the relief provided in respect of the occurrence of an event of Force Majeure exceed ninety (90) days.

17.2 If the timetable for performance of any Services is delayed as a result of a delay by the Customer in the performance of its responsibilities as set out herein, or as the result of any Force Majeure, or as the result of any change in the Services to which the Customer and PC Corp have agreed, or as the result of any factor which is beyond the reasonable control of PC Corp, then the timetable for the performance of the Services shall be extended for the period of time that the Services have been delayed as a result of such factor or events, with no liability arising for either party as a result of such delay.

18) CONCEALED CONDITIONS

PC Corp has examined the Customer’s Supported Sites and conducted such tests and examinations as it deems necessary during the onboarding process with the Customer. Notwithstanding the foregoing, at any time in the course of the Agreement should concealed or unknown conditions arise in the Customer network or environment that differ materially from those expected or which are ordinarily encountered and generally recognized as being part of the character of the Services to be performed and ordinarily encountered by PC Corp in Services of the nature provided for under this Agreement, then as determined by PC Corp, acting reasonably, PC Corp shall be entitled to adjust the Fees or time for performance of the Services, or both, for the extra time or work necessitated by such concealed or unknown conditions as reasonably determined by PC Corp and by notice to the Customer with such increase in Fees or adjustments to the time to perform the Services impacted to be commenced at set forth and provided for in the notice to be provided by PC Corp to the Customer.

19) THIRD-PARTY SOFTWARE/APPLICATIONS

PC Corp, whenever possible and where required for it to perform its Services, adheres to best practices in the installation, support and troubleshooting of software products such as Microsoft and other software manufacturers. These practices are developed, tested, and published by the manufacturer. PC Corp is not responsible for, and the Customer acknowledges that such third-party software has not been manufactured, tested, or otherwise approved by PC Corp and are provided ‘as is’ by the manufacturers and are required to be utilized by PC Corp in the provision of the Services to the Customer. The Customer acknowledges and agrees that PC Corp in adhering to such industry best practices and requirements of such manufacturers in the provision of the Services shall not be responsible and shall not be liable for any damages or errors relating to the use of such software, applications, firmware, hotfix, or updates supplied by the software manufacturer. PC Corp reserves the right to change software manufacturers as required to better deliver the Services to the Customer.

20) DISPUTE RESOLUTION

20.1 If a dispute arises under this Agreement (“Dispute”), including without limitation any Dispute arising out of any amount due in Fees, then before bringing any suit, action, or proceeding in connection with such Dispute, a party shall first give notice of the Dispute to the other party describing the Dispute and requesting that it is resolved under this dispute resolution process (“Dispute Notice”).

20.2 If the parties are unable to resolve the Dispute within thirty (30) days of delivery of the Dispute Notice, then each party will promptly (but no later than 5 Business Days after):

appoint a designated representative who has sufficient authority to settle the Dispute (the “Designated Representative”)’ and
notify the other party in writing of the name and contact information of such Designated Representative.

20.3 The Designated Representatives will then meet as often as they deem necessary in their reasonable judgment to discuss the Dispute and negotiate in good faith to resolve the Dispute. The Designated Representatives will mutually determine the format for such discussions and negotiations and the terms of any exchange of documentation or records with respect to the Dispute,

20.4 If the parties are unable to resolve the Dispute within 30 days after the appointed of both Designated Representatives, then either party may proceed with any other available remedy.

20.5 Notwithstanding the foregoing, either party may seek interim or other equitable relief necessary (including an injunction) to prevent irreparable harm.

21) GENERAL

21.1 Notices

Whether or not so stipulated herein, all notices, communication, requests, and statements (the "Notice") required or permitted hereunder shall be in writing. Any Notice required or permitted hereunder shall be sent to the address as noted in the first page of this Agreement, or such other address as the parties may provide to each other in writing from time to time.

Notice shall be served by one of the following means:

by delivering it to the party on whom it is to be served. Notice delivered in this manner shall be deemed received when actually delivered to such party;
if delivered to a corporate party, by delivering it to the address specified in above during normal business hours. Notice delivered in this manner shall be deemed received when actually delivered;
by email to the party on whom it is to be served. Notice delivered in this manner shall be deemed received on the earlier of:
1. if transmitted before 3:00 p.m. on a Business Day, on that Business Day; or
2. if transmitted after 3:00 p.m. on a Business Day, on the next Business Day after the date of transmission; or
by mailing via first class registered post, postage prepaid, to the party to whom it is served. Notice so served shall be deemed to be received five (5) days after the date it is postmarked. In the event of postal interruption, no notice sent by means of the postal system during or within seven (7) days prior to the commencement of such postal interruption or seven (7) days after the cessation of such postal interruption shall be deemed to have been received unless actually received.

21.2 Governing Law

This Agreement shall be construed and governed by the laws of the Province of Alberta and the laws of Canada applicable therein and the parties hereto irrevocably attorn to the exclusive jurisdiction of the Courts of the Province of Alberta.

21.3 Time of Essence

Time shall be of the essence of this Agreement.

21.4 Headings

The headings, captions, paragraph numbers, sub-paragraph numbers, article numbers and indices appearing in this Agreement have been inserted as a matter of convenience and for reference only and in no way define, limit, construct or enlarge the scope or meaning of this Agreement or any provisions hereof.
Relationship between Parties

21.5 Nothing contained herein shall be deemed or construed by the parties hereto nor by any third party, as creating the relationship of employer and employee, principal and agent, partnership, or of a joint venture between the parties hereto, it being understood and agreed that none of the provisions contained herein nor any act of the parties hereto shall be deemed to create any relationship between the parties hereto other than an independent service agreement between the two parties at arm's length.
No Authority

21.6 Except as may from time to time be expressly stated in writing by the one party, the other party has no authority to assume or create any obligation whatsoever, expressed or implied, on behalf of or in the name of the other party, nor to bind the other party in any manner whatsoever. Without restricting any of the foregoing, unless otherwise specifically authorized and documented between the parties at no time shall PC Corp have authority to bind the Customer as its agent or otherwise, nor make representations or warranties for or on behalf of the Customer.
Agreement Entire Relationship

21.7 This Agreement constitutes the entire agreement between the parties hereto and the parties acknowledge and agree that there are no covenants, representations, warranties, agreements, or conditions expressed or implied, collateral or otherwise forming part of or in any way affecting or relating to this Agreement save as expressly set out in this Agreement.

21.8 Further Assurances

Each of the parties do hereby agree to do such things and execute such further documents, agreements and assurances as may be necessary or advisable from time to time in order to carry out the terms and conditions of this Agreement in accordance with their true intent.

21.9 Amendments

Except as set forth in this Section 21.9 or otherwise herein, this Agreement may not be altered or amended in any of its provisions, except where any such changes are reduced to writing and executed by the parties. Notwithstanding the foregoing, the Parties may add or remove Devices or Software applications from Schedule "D" attached hereto by initialing such amendments without amending any of the other terms of this Agreement.

Notwithstanding anything to the contrary in this Agreement, PC Corp reserves the right to modify or amend any terms and conditions contained in this Schedule “F” - General Terms and Conditions at any time and from time to time, in its sole discretion, or any policy or guideline applicable to the Services, by posting an updated version on its website. Unless otherwise specified, any changes or modifications will be effective immediately and become binding upon posting the updated version as specified above. Notwithstanding the foregoing, PC Corp shall use commercially reasonable efforts to provide notice to Customer of any substantive modifications or amendments to this Schedule “F” - General Terms and Conditions prior to any such modifications or amendments becoming effective.

The most current version of Schedule “F” - General Terms and Conditions can be accessed from time to time at: https://www.pccorp.com/schedule-f-terms/, or such other location as PC Corp may advise in writing from time to time.

21.10 Waiver

No consent or waiver, express or implied, by either party to or of any breach or default by the other party in the performance by the other party of its obligations hereunder shall be deemed or construed to be a consent or waiver to or of any other breach or default in the performance of obligations hereunder by such party hereunder. Failure on the part of either party to complain of any act or failure to act of the other party or to declare the other party in default, irrespective of how long such failure continues, shall not constitute a waiver by such party of its rights hereunder.

21.11 Counterparts

This Agreement may be executed in several counterparts each of which when so executed shall be deemed to be an original, and such counterparts shall constitute the one and same instrument and notwithstanding their date of execution shall be deemed to bear date as of the date first above written.

21.12 Statutory Reference

Any reference to a statute shall include and shall be deemed to be a reference to such statute and to the regulations made pursuant thereto and promulgated thereunder with all amendments made thereto and in force from time to time and any final judicial decisions interpreting the same, and to any statute or regulation that may be passed which has the effect of supplementing or superseding the statute so referred to or the regulations made pursuant thereto.

21.13 Unenforceability

If any term, covenant or condition of this Agreement or the application thereof to any party or circumstances shall be invalid or unenforceable to any extent, the remainder of this Agreement or application of such term, covenant or condition to a party or circumstance other than those to which it is held invalid or unenforceable shall not be affected thereby and each remaining term, covenant or condition of this Agreement shall be valid and shall be enforceable to the fullest permitted by law.

21.14 Survival

The parties acknowledge and agree that the provisions of this Agreement which, by their context, are meant to survive the termination or expiry of the Term shall survive the termination or expiry of the Term and shall not be merged therein or therewith.

21.15 Remedies Generally

Mention in this Agreement of any particular remedy of a party in respect of a default by the other party does not preclude the first party from any other remedy in respect thereof, whether available at law or in equity or by statute or expressly provided for in this Agreement. No remedy shall be exclusive or dependent upon any other remedy, but a party may from time to time exercise any one of more of such remedies generally or in combination, such remedies being cumulative and not alternative.

21.16 Payment of Monies

The parties acknowledge and agree that any payment of monies required to be made hereunder shall be made in Canadian funds.

21.17 GST Exclusive

All amounts payable by the Customer to PC Corp hereunder will be exclusive of any goods and services tax ("GST") and the Customer will, in addition the amounts payable hereunder, pay to PC Corp all amounts of GST applicable thereon.

21.18 Singular, Plural and Gender

Wherever the singular, plural, masculine, feminine or neuter is used throughout this Agreement the same shall be construed as meaning the singular, plural, masculine, feminine, neuter, body politic or body corporate where the fact or context so requires and the provisions hereof.

21.19 Binding Effect

This Agreement shall ensure to the benefit of and be binding upon the successors and permitted assigns of each of the parties.

21.20 Assignment

The Customer shall not assign its interest in this Agreement, or any part hereof, in any manner whatsoever without having first received the written consent from PC Corp, which consent may be arbitrarily withheld.

21.21 Requests for Consent

Each party shall provide any decision with regard to a request for consent in a timely manner.

21.22 Construction

This Agreement shall be interpreted according to its fair construction and shall not be construed as against any party hereto.

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