SEGWAY PAID SERVICES AGREEMENT

[for the U.S. market]

Whereas, a consumer of Ninebot-Segway Products (“Product”) desires to purchase paid services for examining, inspecting and/or repairing Products when such Product and/or the services is out of warranty and/or not covered by manufacturer limited warranty. 

Whereas, Segway Inc. desires to offer such Services. 

1.  Applicability. These terms and conditions for the Services (these “Terms”) are the only Terms that govern the provision of Services and sales of spare parts for service purpose (if applicable) by Segway Inc (”Service Provider”) to you (”Customer”). The accompanying order confirmation (the “Order Confirmation”) and these Terms (collectively, this “Agreement”) comprise the entire agreement between the parties, and supersede all prior or contemporaneous understandings, agreements, negotiations, representations and warranties, and communications, both written and oral. In the event of any conflict between these Terms and the Order Confirmation, these Terms shall govern.

2.  Services and Sales of Spare Parts for Service Purpose. Service Provider shall provide the Services to Customer as described in the Order Confirmation (the “Services”) in accordance with these Terms. If any spare part is purchased by Customer or used for the service purpose, the replaced parts shall become the property of Service Provider and such replaced parts shall not be returned to Customer. 

3.  Performance Dates. Service Provider shall use reasonable efforts to provide the Services in a timely manner, and any such dates shall be estimates only.

4.  Customer’s Obligations. Customer shall: cooperate with Service Provider in all matters relating to the Services, and respond in a timely manner to Service Provider’s request to provide direction, information, approvals, authorizations, or decisions that are reasonably necessary for Service Provider to perform the Services, and ensure that any information provided is complete and accurate in all material respects. If Service Provider’s performance of its obligations under this Agreement is prevented or delayed by any act or omission of Customer or its agents, Service Provider shall not be deemed in breach of its obligations under this Agreement or otherwise liable for any costs, charges, or losses paid, sustained or incurred by Customer, in each case, to the extent arising directly or indirectly from such prevention or delay. 

 

5.  Non-refundable Inspection and/or Examination Fees. Customer shall pay a non-refundable Product inspection and examination fees as described in Order Confirmation. By way of examples, no refund of the fees, if a Customer decides to not purchase any other Services or Service Provider concludes that Product cannot be repaired. 

6.  Change Orders. 

(a) If Customer wishes to change the scope or performance of the Services, it shall submit details of the requested change to Service Provider in writing. Service Provider shall, within a reasonable time after such request, provide a written estimate to Customer of: (i) the likely time required to implement the change, (ii)  any necessary variations to the fees and other charges for the Services arising from the change, (iii)  the likely effect of the change on the Services, and (iv)  any other impact the change might have on the performance of this Agreement. Customer Provider shall not be bound by any Change Order unless it explicitly agrees to it in writing. 

(b) Service Provider may, from time to time change the Services without the consent of Customer provided that such changes do not materially affect the nature or scope of the Services, or the fees or any performance dates set forth in the Order Confirmation. 

7.  Fees and Expenses; Payment Terms; Late Payments Consequences; Tax.  

(a)  In consideration of the provision of the Services and sales of spare part (if applicable) by Service Provider and the rights granted to Customer under this Agreement, Customer shall pre-pay the fees for the Services before Service Provide may provide any Services. In the event, the fees would be changed due to change of order per Section 6, a Customer shall pay all invoiced amounts due to Service Provider within five (5) business days from the date of Service Provider’s invoice. For clarity, all the Services and sales of spare part shall be pre-paid unless the parties explicitly agree otherwise in writing. All payment shall be by U.S. dollars. 

(b)  Customer shall be responsible for all sales, use and excise taxes, and any other similar taxes, duties and charges of any kind imposed by any federal, state, or local governmental entity on any amounts payable by Customer hereunder.

(c)  In the event payments are not received by Service Provider within 30 days after becoming due, Service Provider may: (i)  charge interest on any such unpaid amounts at a rate of 1% per month or, if lower, the maximum amount permitted under applicable law, from the date such payment was due until the date paid; (ii) suspend performance for all Services until payment has been made in full, and; (iii) claim and seek for legal remedies (including but not limited to possessory lien rights under common law and/or statute). 

8.  Shipment. Customers shall be responsible for arranging for shipping Product (including payment of shipment charges) to a service center designated by Service Provider. For return of Product, Customers shall provide Service Provider a pre-paid shipping label purchased from a reputable delivery service provider per Service Provider’s selection, and upon receipt of such label, Service Provider would arrange for shipment. Services Provider shall not be responsible for any loss and damages to Products caused by carrier, during shipment and/or in transit from Customer to Service Provider and vice versa, and/or delivery, and Service Provider shall not assume any of such risk. 

9.  Confidential Information. All non-public, confidential or proprietary information of Service Provider, including, but not limited to, trade secrets, technology, information pertaining to Product and/or communication with Customer (collectively, “Confidential Information”), disclosed by Service Provider to Customer, whether disclosed orally or disclosed or accessed in written, electronic or other form or media, and whether or not marked, designated or otherwise identified as “confidential,” in connection with the provision of the Services and this Agreement is confidential, and shall not be disclosed or copied by Customer without the prior written consent of Service Provider. Confidential Information does not include information that is: (i) in the public domain; (ii)  known to Customer at the time of disclosure; or (iii)  rightfully obtained by Customer on a non-confidential basis from a third party. Customer agrees to use the Confidential Information only to make use of the Services and Product. Service Provider shall be entitled to injunctive relief for any violation of this Section.

10.  Representation and Warranty.

(a) Service Provider represents and warrants to Customer that the Services will be performed by personnel of required skill, experience, and qualifications and in a professional and workmanlike manner in accordance with generally recognized industry standards for similar Services and Service Provider shall devote adequate resources to meet its obligations under this Agreement. Seller would provide a ninety (90) day warranty for the Services and spare parts commencing on the date when Customer receives repaired Product (“Warranty Period”). EXCEPT FOR THE WARRANTY SET FORTH IN SECTION 10(a) ABOVE, SERVICE PROVIDER MAKES NO WARRANTY WHATSOEVER WITH RESPECT TO THE SERVICES AND SPARE PARTS, INCLUDING ANY (A) WARRANTY OF MERCHANTABILITY OR (B) WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE; WHETHER EXPRESS OR IMPLIED BY LAW, COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE OF TRADE, OR OTHERWISE.

(b) The Service Provider shall not be liable for a breach of the warranty set forth in Section 10(a) unless (i) Customer gives written notice of the defective Services and/or spare parts, reasonably described, to Service Provider within Warranty Period, (ii) Service provider is given a reasonable opportunity after receiving the notice of breach of the warranty to examine such Product and Customer (if requested to do so by Service Provider) returns such Product to Service Provider; and (iii) Service Provider reasonably verifies Customer’s claim that the Services and/or spare parts are defective. The Service Provider shall not be liable for a breach of the warranty set forth in Section 10(a) if: (i) Customer makes any further use of such Product after giving such notice; (ii) the defect arises because Customer failed to follow Product user manual (provided by the manufacturer) and Service Provider’s oral or written instructions as to the storage, installation, commissioning, use or maintenance of such Product, such as neglect, misuse, failure or sudden surge of electrical power, improper air conditioning or humidity control, or (iii) Customer alters or repairs such Product without the prior written consent of Service Provider. 

(c)  Subject to Section 10(b), Service Provider shall, in its sole discretion, either: (i)  repair or re-perform such Services or the defective part; or (ii)  credit or refund the price of such Services at the pro rata contract rate. THE REMEDIES SET FORTH IN SECTION 10(c) ABOVE SHALL BE THE CUSTOMER’S SOLE AND EXCLUSIVE REMEDY AND SERVICE PROVIDER’S ENTIRE LIABILITY FOR ANY BREACH OF THE LIMITED WARRANTY SET FORTH IN SECTION 10(a).

(d) DISCLAIMER OF OTHER REPRESENTATIONS AND WARRANTIES; NON-RELIANCE. EXCEPT FOR THE EXPRESS WARRANTIES AND REPRESENTATIONS SET FORTH IN THIS SECTION 10(a). NEITHER SERVICE PROVIDER NOR ANY OF ITS AGENTS OR REPRESENTATIVE HAS MADE OR MAKES ANY EXPRESS OR IMPLIED REPRESENTATION OR WARRANTY WHATSOEVER, EITHER ORAL OR WRITTEN.

11.  Limitation of Liability.

(a)  IN NO EVENT SHALL SERVICE PROVIDER BE LIABLE TO CUSTOMER OR TO ANY THIRD PARTY FOR ANY LOSS OF USE, REVENUE OR PROFIT OR LOSS OF DATA OR DIMINUTION IN VALUE, OR FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, OR PUNITIVE DAMAGES WHETHER ARISING OUT OF BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE AND WHETHER OR NOT SERVICE PROVIDER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND NOTWITHSTANDING THE FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE.

(b)  IN NO EVENT SHALL SERVICE PROVIDER’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER ARISING OUT OF OR RELATED TO BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, EXCEED THREE TIMES THE AGGREGATE AMOUNTS PAID OR PAYABLE TO SERVICE PROVIDER UNDER THE AGREEMENT.

 

12.   Termination. In addition to any remedies that may be provided under this Agreement, Service Provider may terminate this Agreement with immediate effect upon written notice to Customer, if: (i) Customer  fails to pay any amount when due under this Agreement after Customer’s receipt of written notice of nonpayment; (ii)  Customer has not otherwise performed or complied with any of the terms of this Agreement, in whole or in part, or; (iii) Service Provider reasonably believes that Product is not purchased from an authorized retailer or Product is not authorized to be sold in the US market or for end user personal use. In an event, Service Provider terminates the Agreement, Service Provide shall have the right to demand for and collect all the Services and spare part fees that have accrued at the time of termination. 

13. Miscellaneous. 

(a) Waiver. No waiver by Service Provider of any of the provisions of this Agreement is effective unless explicitly set forth in writing and signed by Service Provider. No failure to exercise, or delay in exercising, any rights, remedy, power, or privilege arising from this Agreement operates or may be construed as a waiver thereof. No single or partial exercise of any right, remedy, power, or privilege hereunder precludes any other or further exercise thereof or the exercise of any other right, remedy, power, or privilege.

(b) Force Majeure. The Service Provider shall not be liable or responsible to Customer, nor be deemed to have defaulted or breached this Agreement, for any failure or delay in fulfilling or performing any Term of this Agreement when and to the extent such failure or delay is caused by or results from acts or circumstances beyond the reasonable control of Service Provider including, without limitation, acts of God, flood, fire, earthquake, explosion, governmental actions, war, invasion or hostilities (whether war is declared or not), terrorist threats or acts, riot, or other civil unrest, national emergency, revolution, insurrection, epidemic, lock-outs, strikes or other labor disputes (whether or not relating to either party’s workforce), or restraints or delays affecting carriers or inability or delay in obtaining supplies of adequate or suitable materials, materials or telecommunication breakdown or power outage[, provided that, if the event in question continues for a continuous period in excess of [NUMBER] days, Customer shall be entitled to give notice in writing to Service Provider to terminate this Agreement].

(c) No Third-Party Beneficiaries. This Agreement is for the sole benefit of the parties hereto and their respective successors and permitted assigns and nothing herein, express or implied, is intended to or shall confer upon any other person or entity any legal or equitable right, benefit or remedy of any nature whatsoever under or by reason of these Terms.

(d) Governing Law. All matters arising out of or relating to this Agreement are governed by and construed in accordance with the internal laws of the State of Texas without giving effect to any choice or conflict of law provision or rule (whether of the State of Texas or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than those of the State of Texas.

(e) Arbitration. Any controversy or claim arising out of or relating to Agreement or the breach thereof, whether common law or statutory, in contract or torts or both, shall be settled exclusively by arbitration, using the then applicable JAMS rules.

(f) Survival. Section 7, 9, 10(c), 11 and 13 of this Agreement shall survive after the expiration or termination of the Agreement.  

(g) Statute of limitations. The parties must file any action arising directly or indirectly from this Agreement no later than one year after the claim has accrued. The parties waive the right to file an Action arising directly or indirectly from this Agreement under any longer statute of limitations

(h) Assignment. Service shall have the right to assign, transfer, delegate or subcontract its obligations to third-party service providers under this Agreement without the notice and/or consent from Customer.

(i) Severability. If any Term or provision of this Agreement is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability shall not affect any other Term or provision of this Agreement or invalidate or render unenforceable such Term or provision in any other jurisdiction.

(j) Amendment and Modification. This Agreement may only be amended or modified in a writing which specifically states that it amends this Agreement and is signed by an authorized representative of each party.

(k) Electronic Signatures. In an event that either or both Parties elect to use electronic signature, each party agrees that the electronic signatures, whether digital or encrypted, of the parties included in this Agreement are intended to authenticate this writing and to have the same force and effect as manual signatures. 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. 

[end of the Agreement]

SEGWAY PAID SERVICES AGREEMENT

[for the Canadian market]


Whereas, a consumer of Ninebot-Segway Products (“Product”) desires to purchase paid services for examining, inspecting and/or repairing Products when such Product and/or the services is out of warranty and/or not covered by manufacturer limited warranty. 


Whereas, Segway Inc. desires to offer such Services. 


1.  Applicability. These terms and conditions for the Services (these “Terms”) are the only Terms that govern the provision of Services and sales of spare parts for service purpose (if applicable) by Segway Inc (”Service Provider”) to you (”Customer”). The accompanying order confirmation (the “Order Confirmation”) and these Terms (collectively, this “Agreement”) comprise the entire agreement between the parties, and supersede all prior or contemporaneous understandings, agreements, negotiations, representations and warranties, and communications, both written and oral. In the event of any conflict between these Terms and the Order Confirmation, these Terms shall govern.


2.  Services and Sales of Spare Parts for Service Purpose. Service Provider shall provide the Services to Customer as described in the Order Confirmation (the “Services”) in accordance with these Terms. If any spare part is purchased by Customer or used for the service purpose, the replaced parts shall become the property of Service Provider and such replaced parts shall not be returned to Customer. 


3.  Performance Dates. Service Provider shall use reasonable efforts to provide the Services in a timely manner, and any such dates shall be estimates only.


4.  Customer’s Obligations. Customer shall: cooperate with Service Provider in all matters relating to the Services, and respond in a timely manner to Service Provider’s request to provide direction, information, approvals, authorizations, or decisions that are reasonably necessary for Service Provider to perform the Services, and ensure that any information provided is complete and accurate in all material respects. If Service Provider’s performance of its obligations under this Agreement is prevented or delayed by any act or omission of Customer or its agents, Service Provider shall not be deemed in breach of its obligations under this Agreement or otherwise liable for any costs, charges, or losses paid, sustained or incurred by Customer, in each case, to the extent arising directly or indirectly from such prevention or delay. 

 

5.  Non-refundable Inspection and/or Examination Fees. Customer shall pay a non-refundable Product inspection and examination fees as described in Order Confirmation. By way of examples, no refund of the fees, if a Customer decides to not purchase any other Services or Service Provider concludes that Product cannot be repaired. 


6.  Change Orders

(a) If Customer wishes to change the scope or performance of the Services, it shall submit details of the requested change to Service Provider in writing. Service Provider shall, within a reasonable time after such request, provide a written estimate to Customer of: (i) the likely time required to implement the change, (ii)  any necessary variations to the fees and other charges for the Services arising from the change, (iii)  the likely effect of the change on the Services, and (iv)  any other impact the change might have on the performance of this Agreement. Customer Provider shall not be bound by any Change Order unless it explicitly agrees to it in writing. 

(b) Service Provider may, from time to time change the Services without the consent of Customer provided that such changes do not materially affect the nature or scope of the Services, or the fees or any performance dates set forth in the Order Confirmation. 


7.  Fees and Expenses; Payment Terms; Late Payments Consequences; Tax.  

(a)  In consideration of the provision of the Services and sales of spare part (if applicable) by Service Provider and the rights granted to Customer under this Agreement, Customer shall pre-pay the fees for the Services before Service Provide may provide any Services. In the event, the fees would be changed due to change of order per Section 6, a Customer shall pay all invoiced amounts due to Service Provider within five (5) business days from the date of Service Provider’s invoice. For clarity, all the Services and sales of spare part shall be pre-paid unless the parties explicitly agree otherwise in writing. All payment shall be by U.S. dollars. 

(b)  Customer shall be responsible for all sales, use and excise taxes, and any other similar taxes, duties and charges of any kind imposed by any federal, state, or local governmental entity on any amounts payable by Customer hereunder.

(c)  In the event payments are not received by Service Provider within 30 days after becoming due, Service Provider may: (i)  charge interest on any such unpaid amounts at a rate of 1% per month or, if lower, the maximum amount permitted under applicable law, from the date such payment was due until the date paid; (ii) suspend performance for all Services until payment has been made in full, and; (iii) claim and seek for legal remedies (including but not limited to possessory lien rights under common law and/or statute). 


8.  Shipment. Customers shall be responsible for arranging for shipping Product (including payment of shipment charges) to a service center designated by Service Provider. For return of Product, Customers shall provide Service Provider a pre-paid shipping label purchased from a reputable delivery service provider per Service Provider’s selection, and upon receipt of such label, Service Provider would arrange for shipment. Services Provider shall not be responsible for any loss and damages to Products caused by carrier, during shipment and/or in transit from Customer to Service Provider and vice versa, and/or delivery, and Service Provider shall not assume any of such risk. 


9.  Confidential Information. All non-public, confidential or proprietary information of Service Provider, including, but not limited to, trade secrets, technology, information pertaining to Product and/or communication with Customer (collectively, “Confidential Information”), disclosed by Service Provider to Customer, whether disclosed orally or disclosed or accessed in written, electronic or other form or media, and whether or not marked, designated or otherwise identified as “confidential,” in connection with the provision of the Services and this Agreement is confidential, and shall not be disclosed or copied by Customer without the prior written consent of Service Provider. Confidential Information does not include information that is: (i) in the public domain; (ii)  known to Customer at the time of disclosure; or (iii)  rightfully obtained by Customer on a non-confidential basis from a third party. Customer agrees to use the Confidential Information only to make use of the Services and Product. Service Provider shall be entitled to injunctive relief for any violation of this Section.


10.  Representation and Warranty.

(a) Service Provider represents and warrants to Customer that the Services will be performed by personnel of required skill, experience, and qualifications and in a professional and workmanlike manner in accordance with generally recognized industry standards for similar Services and Service Provider shall devote adequate resources to meet its obligations under this Agreement. Seller would provide a ninety (90) day warranty for the Services and spare parts commencing on the date when Customer receives repaired Product (“Warranty Period”). EXCEPT FOR THE WARRANTY SET FORTH IN SECTION 10(a) ABOVE, SERVICE PROVIDER MAKES NO WARRANTY WHATSOEVER WITH RESPECT TO THE SERVICES AND SPARE PARTS, INCLUDING ANY (A) WARRANTY OF MERCHANTABILITY OR (B) WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE; WHETHER EXPRESS OR IMPLIED BY LAW, COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE OF TRADE, OR OTHERWISE.

(b) The Service Provider shall not be liable for a breach of the warranty set forth in Section 10(a) unless (i) Customer gives written notice of the defective Services and/or spare parts, reasonably described, to Service Provider within Warranty Period, (ii) Service provider is given a reasonable opportunity after receiving the notice of breach of the warranty to examine such Product and Customer (if requested to do so by Service Provider) returns such Product to Service Provider; and (iii) Service Provider reasonably verifies Customer’s claim that the Services and/or spare parts are defective. The Service Provider shall not be liable for a breach of the warranty set forth in Section 10(a) if: (i) Customer makes any further use of such Product after giving such notice; (ii) the defect arises because Customer failed to follow Product user manual (provided by the manufacturer) and Service Provider’s oral or written instructions as to the storage, installation, commissioning, use or maintenance of such Product, such as neglect, misuse, failure or sudden surge of electrical power, improper air conditioning or humidity control, or (iii) Customer alters or repairs such Product without the prior written consent of Service Provider. 

(c)  Subject to Section 10(b), Service Provider shall, in its sole discretion, either: (i)  repair or re-perform such Services or the defective part; or (ii)  credit or refund the price of such Services at the pro rata contract rate. THE REMEDIES SET FORTH IN SECTION 10(c) ABOVE SHALL BE THE CUSTOMER’S SOLE AND EXCLUSIVE REMEDY AND SERVICE PROVIDER’S ENTIRE LIABILITY FOR ANY BREACH OF THE LIMITED WARRANTY SET FORTH IN SECTION 10(a).

(d) DISCLAIMER OF OTHER REPRESENTATIONS AND WARRANTIES; NON-RELIANCE. EXCEPT FOR THE EXPRESS WARRANTIES AND REPRESENTATIONS SET FORTH IN THIS SECTION 10(a). NEITHER SERVICE PROVIDER NOR ANY OF ITS AGENTS OR REPRESENTATIVE HAS MADE OR MAKES ANY EXPRESS OR IMPLIED REPRESENTATION OR WARRANTY WHATSOEVER, EITHER ORAL OR WRITTEN.

11.  Limitation of Liability.

(a)  IN NO EVENT SHALL SERVICE PROVIDER BE LIABLE TO CUSTOMER OR TO ANY THIRD PARTY FOR ANY LOSS OF USE, REVENUE OR PROFIT OR LOSS OF DATA OR DIMINUTION IN VALUE, OR FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, OR PUNITIVE DAMAGES WHETHER ARISING OUT OF BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE AND WHETHER OR NOT SERVICE PROVIDER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND NOTWITHSTANDING THE FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE.

(b)  IN NO EVENT SHALL SERVICE PROVIDER’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER ARISING OUT OF OR RELATED TO BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, EXCEED THREE TIMES THE AGGREGATE AMOUNTS PAID OR PAYABLE TO SERVICE PROVIDER UNDER THE AGREEMENT.

 

12.   Termination. In addition to any remedies that may be provided under this Agreement, Service Provider may terminate this Agreement with immediate effect upon written notice to Customer, if: (i) Customer  fails to pay any amount when due under this Agreement after Customer’s receipt of written notice of nonpayment; (ii)  Customer has not otherwise performed or complied with any of the terms of this Agreement, in whole or in part, or; (iii) Service Provider reasonably believes that Product is not purchased from an authorized retailer or Product is not authorized to be sold in the US market or for end user personal use. In an event, Service Provider terminates the Agreement, Service Provide shall have the right to demand for and collect all the Services and spare part fees that have accrued at the time of termination. 


13. Miscellaneous

(a) Waiver. No waiver by Service Provider of any of the provisions of this Agreement is effective unless explicitly set forth in writing and signed by Service Provider. No failure to exercise, or delay in exercising, any rights, remedy, power, or privilege arising from this Agreement operates or may be construed as a waiver thereof. No single or partial exercise of any right, remedy, power, or privilege hereunder precludes any other or further exercise thereof or the exercise of any other right, remedy, power, or privilege.

(b) Force Majeure. The Service Provider shall not be liable or responsible to Customer, nor be deemed to have defaulted or breached this Agreement, for any failure or delay in fulfilling or performing any Term of this Agreement when and to the extent such failure or delay is caused by or results from acts or circumstances beyond the reasonable control of Service Provider including, without limitation, acts of God, flood, fire, earthquake, explosion, governmental actions, war, invasion or hostilities (whether war is declared or not), terrorist threats or acts, riot, or other civil unrest, national emergency, revolution, insurrection, epidemic, lock-outs, strikes or other labor disputes (whether or not relating to either party’s workforce), or restraints or delays affecting carriers or inability or delay in obtaining supplies of adequate or suitable materials, materials or telecommunication breakdown or power outage[, provided that, if the event in question continues for a continuous period in excess of [NUMBER] days, Customer shall be entitled to give notice in writing to Service Provider to terminate this Agreement].

(c) No Third-Party Beneficiaries. This Agreement is for the sole benefit of the parties hereto and their respective successors and permitted assigns and nothing herein, express or implied, is intended to or shall confer upon any other person or entity any legal or equitable right, benefit or remedy of any nature whatsoever under or by reason of these Terms.

(d) Governing Law. All matters arising out of or relating to this Agreement are governed by and construed in accordance with the laws of Ontario and the laws of Canada applicable therein without giving effect to any choice or conflict of law provision or rule that would cause the application of the laws of any jurisdiction other than those of the laws of Ontario and the laws of Canada applicable therein

(e) Arbitration. Any controversy or claim arising out of or relating to Agreement or the breach thereof, whether common law or statutory, in contract or torts or both, shall be settled exclusively by arbitration, using the then applicable ADR Institute of Canada rules.

(f) Survival. Section 7, 9, 10(c), 11 and 13 of this Agreement shall survive after the expiration or termination of the Agreement.  

(g) Statute of limitations. The parties must file any action arising directly or indirectly from this Agreement no later than one year after the claim has accrued. The parties waive the right to file an Action arising directly or indirectly from this Agreement under any longer statute of limitations.

(h) Dispute Resolution Costs and Expenses. Each Party shall incur its own attorney fees and dispute resolution costs and expenses. 

(i) Assignment. Service shall have the right to assign, transfer, delegate or subcontract its obligations to third-party service providers under this Agreement without the notice and/or consent from Customer.

(j) Severability. If any Term or provision of this Agreement is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability shall not affect any other Term or provision of this Agreement or invalidate or render unenforceable such Term or provision in any other jurisdiction.

(k) Amendment and Modification. This Agreement may only be amended or modified in a writing which specifically states that it amends this Agreement and is signed by an authorized representative of each party.

(l) Electronic Signatures. In an event that either or both Parties elect to use electronic signature, each party agrees that the electronic signatures, whether digital or encrypted, of the parties included in this Agreement are intended to authenticate this writing and to have the same force and effect as manual signatures. 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. 

[end of the Agreement]

QUALITY PROMISED

FEDEX/UPS SHIPPING

LIMITED WARRANTY

SAFE & SECURE CHECKOUT