Overview Terms and Conditions Agreement

Welcome to INhouse Technologies Inc., doing business as INhouse Video ("we", "us", or "INhouse Video"). Please read these Terms and Conditions ("Agreement") carefully before using our website, subscribing to our services, or accessing any of our Products or Programs. This Agreement is legally binding between you, the user, purchaser, or subscriber ("you," “the client,” “client”, “parties”), and INhouse Technologies Inc. It governs your access to and use of www.inhousevideo.com ("Website" or "Site"), including all content, functionality, services, products, and programs offered on or through our Website (collectively, the "Services"). By accessing the Site, purchasing, subscribing to, or using our Services in any way, you agree to be bound by this Agreement and all terms incorporated by reference. If you do not agree with any part of these terms, you must not use our Website or Services. We reserve the right to modify or update these Terms and Conditions at any time. Such changes will become effective immediately upon posting on the Site. By continuing to use the Services after an update, you agree to the revised Agreement. We encourage you to review this Agreement periodically. Your use of the Website and Services is also subject to our Privacy Policy and any other legal notices and guidelines posted on the Site.

General Conditions and Information Accuracy 

We retain the exclusive right to refuse service to anyone at our sole discretion at any moment. You acknowledge that your content, except for credit card information, may be transmitted unencrypted and include (a) transfers across different networks and (b) adaptations to meet technical requirements of connecting networks or devices. Please be assured, your credit card information is always encrypted during network transfers. You agree not to replicate, duplicate, copy, sell, resell, or exploit any part of the Service, or access to the Service via the website, without our direct written permission. The headings in this agreement are provided for convenience and will not limit or influence these Terms. We do not guarantee the accuracy, completeness, or timeliness of the information on our site. The content is provided for general purposes and should not be the only basis for decision-making without consulting more precise, complete, or current sources. Using the information from this site is at your own risk. Our site may present historical data which is not current and is provided for your reference only. We reserve the right to change the contents of our site at any time, without an obligation to update any information. Monitoring changes to our site is your responsibility.

By using our Service, you acknowledge and agree to these terms, understanding that they govern your use of INhouse Technologies Inc. (DBA INhouse Video).

Services 

In adherence to this Agreement and contingent upon your enrollment in an appropriate plan and the prompt receipt of your payments, we commit to providing the specified Services for the duration of your subscription period. We aim to ensure the Services are accessible, barring scheduled maintenance or unforeseen emergency repairs. Please be aware that we reserve the right to alter, suspend, or discontinue any part of the Services at any time without prior notification. You are required to provide truthful and up-to-date information as prompted by any forms on the Site ("Registration Data"). Keep your Registration Data up to date and safeguard your password and user ID. Inform us immediately of any unauthorized use of your account and assume full responsibility for all activities under your account. Each user of the Services must have their own unique username and password. You must also provide a valid email address for each authorized user of your account and furnish any additional information we may reasonably request. "Deliverables" refers to content specifically created for you based on your requests. This does not include "Licensed Content", which is bound by certain licensing terms. "Licensed Content" encompasses stock or pre-existing content elements that we own or have rights to, including but not limited to graphics, photographs, audio, fonts, video, designs, and texts. While you retain all rights to the Deliverables, the Licensed Content within those Deliverables is subject to the licensing terms outlined later.

It is your responsibility to secure and pay for all necessary telecommunications, broadband, and computer hardware and services needed to access and use the Services. We may terminate your account at our sole discretion without notice or liability if we determine you have breached this Agreement, misused usernames or passwords, acted contrary to our core values, or used our services for unlawful activities. Provided you continually adhere to this Agreement and make timely payments, we grant you a limited, revocable, non-exclusive, non-sublicensable, non-transferable license to access and use the Services for your internal business operations. You are prohibited from using the Services to assess its performance or functionality for competitive purposes. You must not, nor allow others to, reverse engineer, modify, or use the Services outside the scope of this Agreement or contrary to law. You provide us with a perpetual, irrevocable, global, non-exclusive, transferable, sublicensable right and license to use any feedback, suggestions, or recommendations you offer in any commercial capacity.

Utilization of Services 

You are welcome to utilize the Services for any number of projects within the scope of your subscribed plan, which is determined based on your account size. While we accept unlimited requests for Deliverables and revisions, the volume of output we provide depends on factors such as the total request volume and complexity. We strive to meet your priorities and timelines; however, we recommend not using our Services for urgent projects due to these variables. As the owner and/or controller of all information, data, or materials you provide us ("Customer Content"), you represent that you possess the necessary ownership or rights to use and distribute this content. By submitting Customer Content, you grant us a worldwide, royalty-free, non-exclusive license to access and use this content to deliver the Services.

The speed and efficiency of your account are influenced by the number of subscriptions you hold. Each subscription represents a measure of output we aim to accomplish in 2-3 business days, factoring in our team, software, and capabilities. The type of plan, volume of requests, and complexity of those requests impact what we can achieve with a single subscription. To boost output, consider adding more subscriptions to your account. While we aim to minimize errors in final Deliverables, the creative process is complex, and we cannot assure that all final products will be entirely error-free. Upon delivery, you agree to review all files within seven days and notify us of any required changes or corrections. We will prioritize edits to address any mistakes reported during this period. However, we are not obliged to make corrections notified after this timeframe, though we intend to try to accommodate where possible. You will be the sole and exclusive owner of all rights, titles, and interests in the Deliverables, including intellectual property rights. In cases where Deliverables are created as commissioned works under Canadian copyright laws, they are deemed to be created specifically for you. For any Deliverables not falling under this category, we irrevocably assign to you all rights globally. However, this assignment is contingent on your adherence to this Agreement, full payment of applicable fees, and the terms of subsequent sections. "We do not condone or support the use of our Services for discriminatory activities based on race, religion, sex, sexual orientation, age, disability, ancestry, or national origin. Any use of the Service to incite discrimination, hostility, or violence is strictly prohibited and may result in termination or suspension of your access to the Service without notice. Should you decide to incorporate AI-generated content as part of your Deliverable, it's crucial to understand and agree to the specific terms and conditions governing its use. When you opt for AI-generated content, you are bound by the terms set forth by Open AI or any other specified entities providing the AI technology. We utilize AI to enhance the Services offered to you, but it's important to note that AI-generated content comes with inherent limitations and considerations. By agreeing to use AI-generated content, you acknowledge that we have limited control over the nature and quality of the content produced by AI. While AI offers innovative capabilities, we cannot fully guarantee the accuracy, completeness, reliability, ownership, or non-infringement of the AI-generated content. As the technology is constantly evolving, the results can sometimes be unpredictable, and there may be instances where the AI-generated content does not meet your expectations or requirements. You assume all risks associated with the use of AI-generated content in your Deliverables. This means that you should carefully review and vet the content generated by AI before finalizing and using it in your projects. We recommend that you maintain an active role in reviewing and approving all AI-generated content to ensure it aligns with your standards and expectations. Furthermore, it's your responsibility to comply with Open AI’s terms of use, which can be found at https://openai.com/policies/terms-of-use, or the terms provided by any other relevant AI service provider. These terms are separate from and in addition to our Terms of Service. They provide specific guidelines and legal information regarding the use of AI-generated content, and it's imperative that you understand and adhere to them.

Utilization of Licensed Photographic and Videographic Content

Under the terms of this Agreement and subject to full payment of applicable fees, we grant you a limited, revocable, non-exclusive, non-transferable, royalty-free global license to utilize the Licensed Content as part of a Deliverable for your personal or professional use. This license permits you to broadcast, display, distribute, or reproduce the Deliverable incorporating the Licensed Content, but solely as part of that particular Deliverable. Should you wish to utilize the Licensed Content for another project, end product, or different usage, you are required to secure an additional license for each distinct use. It's important to note that the Licensed Content must not be utilized on a stand-alone basis. You are strictly prohibited from engaging in any action that would involve stockpiling, selling, leasing, sublicensing, distributing, copying, reproducing, republishing, reverse engineering, downloading, data mining, or modifying any Licensed Content provided to you, unless expressly permitted by us. Our licensors and we maintain all ownership rights over the Licensed Content, whether obtained through our stock services or embedded within your Deliverable. We reserve the right to terminate, revoke, or withdraw your license to the Licensed Content if you fail to comply with the terms of this Agreement. In the event of termination, you must immediately cease using the Licensed Content and remove it from all Deliverables. In instances where we license Licensed Content from third parties, including but not limited to Adobe Stock or Envato, you must also comply with these third-party licenses. The Adobe Stock General Terms and Product Specific Licensing Terms are available at Adobe Stock Licensing Terms (https://www.adobe.com/legal/terms/enterprise-licensing.html). Meanwhile, the Envato Elements License terms can be found at Envato Elements License Terms (https://elements.envato.com/license-terms). These third-party license terms are in addition to and do not replace our Terms of Service. Without our written permission, you are prohibited from selling, reselling, renting, leasing, sublicensing, assigning, or otherwise transferring any part of your rights to use the Licensed Content apart from the Deliverable it is incorporated into. Additionally, you must not change, alter, adapt, translate, convert, modify, create derivative works from, falsely represent as your original creation, or use the Licensed Content in any pornographic, defamatory, or other unlawful manner. Furthermore, you are not allowed to use Licensed Content in a way that permits others to download, extract, or redistribute it as a standalone file or work. If using Licensed Content that features models or property in a sensitive or potentially controversial context, you must clearly indicate that the content is for illustrative purposes only and that any person depicted is a model. By adhering to these terms, you ensure that your use of Licensed Content remains ethical, legal, and fully compliant with the rights and restrictions established by us and any involved third-party licensors.

Procedures for Submission of Requests

Each submission, whether for video, images, thumbnails, or any other digital assets created by INhouse Video, shall be confined to one piece of content, with a maximum duration of 60 minutes for videos. Requestors are entitled to submit one editing request per order. However, if multiple subscriptions are held, simultaneous submissions across different content types are permitted. Requests for videos of varied lengths or different digital assets originating from identical footage or sources must be presented as independent orders. Requestors must provide comprehensive details as required by the request form. This includes, but is not limited to, specifications regarding the content's download location, precise in and out timestamps for content trimming, header copy, image quote copy, thumbnail specifications, call-to-action directives, and other relevant data. INhouse Video reserves the right to modify the request form and its requirements at its sole discretion and without prior notice. Completion of all fields on the request form is necessary for the submission to be added to the processing queue. Clients are advised that each submission is processed one at a time unless they hold multiple subscriptions, allowing for concurrent processing of multiple requests. The Client acknowledges that the volume and expediency of service outputs provided under this Agreement are contingent upon several factors, including but not limited to (i) the operational hours of the assigned design team, (ii) the number and type of active subscriptions held by the Client, (iii) the quantity and complexity of the Client's requests. Given the variability of these factors, the Service Provider does not warrant or guarantee a specific quantity of deliverables under any single subscription. The Client acknowledges that human error is an inherent risk in any service provision. The Client agrees to conduct a thorough examination of all deliverables received from the Service Provider to ensure they meet the required standards and are fit for their intended purpose. In the event of any errors, discrepancies, or inadequacies discovered, the Client shall promptly request necessary revisions within the operational scope of the Service Provider. This obligation is particularly pertinent for projects intended for print. The Client is advised to perform a detailed review of all design files and, where feasible, conduct a test print to ascertain the quality and accuracy of all design elements. The Client bears the responsibility to initiate any requests for revisions or corrections within the terms of this Agreement. The Service Provider is not liable for errors not reported within a reasonable time frame or for any consequent losses incurred due to the Client's failure to comply with the review and reporting requirements set forth herein.

Remote Video Director Support

INhouse Video provides the Remote Video Director service with the aim of offering comprehensive assistance and guidance in your video content creation endeavours. While we strive to provide the highest quality support and insights, please be aware that the ultimate responsibility for the content produced rests with you, the client. INhouse Video does not assume liability for the content's outcome or for any information provided during the service. We endeavor to ensure that all advice and tools offered are up to date and effective, but the efficacy and applicability of such guidance are dependent on various factors outside our control. By utilizing this service, you acknowledge and accept that the responsibility for the final content, and any results thereof, lies solely with you. Furthermore, INhouse Video reserves the right to modify, suspend, or terminate the Remote Video Director service at any time without affecting the terms and availability of primary packages sold. Such changes will be communicated as required by our terms and do not affect the overarching agreement with INhouse Video.

Fees and Payment

Access to our Services is contingent upon the payment of recurring fees. Full payment of these fees, along with any applicable taxes, is required before we provide any Services. The fee amounts and billing frequency are as specified during the registration process and may be updated by you subsequently. Payment is due upon receipt of the invoice. Failure to receive an invoice from INhouse Video does not exempt you from your payment obligations as agreed upon at registration. By registering, you authorize INhouse Video to charge your chosen payment method (e.g., credit card) for fees and taxes based on the billing frequency selected (e.g., monthly, quarterly, annually). Late payments will incur interest at a monthly rate of 1.5% of the outstanding balance or the maximum rate allowed by law, whichever is lower. We may suspend or terminate your account for non-payment of due amounts. All payments under this agreement are non-cancelable and non-refundable, except as expressly stated in this section. INhouse Video reserves the right to modify fees with 5 days advance notice. Continued use of the Services post-fee adjustment implies your acceptance of the new rates. We are not obligated to provide notice of temporary promotions or fee reductions. You may cancel your subscription at any time by contacting our support team. Upon cancellation before the next billing cycle, you may continue to use the account and access your files until the end of the current billing term. Post-expiration, access to our Services and all related files will cease. We do not offer refunds or credits for partial months, downgrades, or unused service periods.

Subscription Terms for Extended Durations

For subscriptions spanning quarterly, bi-annual, or annual terms, complete upfront payment is requisite for activation. Subscribers have the option to temporarily suspend their subscription for a set monthly fee, applicable from the next billing cycle or the upcoming month, depending on the timing of the request. Should the subscription term conclude without any directed action from the subscriber to alter or terminate the plan, it will automatically renew for an identical term at the same rate. The responsibility to proactively cancel or suspend the subscription before the renewal date rests entirely with the subscriber to avoid unintended service continuation for the next period.

Confidentiality Obligations

Throughout the duration of this Agreement and beyond, both INhouse Video and the other party (collectively referred to as "Parties") will gain access to and become acquainted with various trade secrets and confidential information (the "Confidential Information") pertinent to each party's business operations. Such Confidential Information includes, but is not limited to, Intellectual Property, customer lists, pricing policies, market analyses, projections, sales and consulting methodologies, expansion plans, program details, software codes, artwork, functional specifications, materials sourcing, and all other data concerning the business affairs, products, services, employees, technology, strategies, and operations of the Parties.

Confidential Information does not encompass data or information that: (i) was lawfully in the receiving party's possession without restriction prior to disclosure; (ii) becomes publicly known through no fault of the receiving party; (iii) is independently developed by the receiving party, as evidenced by proper documentation, without reliance on the disclosing party’s Confidential Information; (iv) is lawfully received from a third party without disclosure restrictions; or (v) is mandated to be disclosed due to a legal or governmental directive, provided that the disclosing party is promptly notified of such requirement prior to disclosure. Both parties agree and pledge not to divulge, disclose, or communicate any of the other party's Confidential Information in any manner or to any person or entity, without express written consent from the disclosing party, except to employees and agents who require such information to fulfill the terms of this Agreement and who are bound by confidentiality obligations no less restrictive than those outlined in this section. The Parties acknowledge the material and confidential nature of the Confidential Information, recognizing its critical importance to the business and goodwill of the disclosing party. Any breach of these confidentiality provisions is deemed a material breach of the Agreement. The Parties further agree that any unauthorized sale, use, or disclosure of the Confidential Information constitutes unfair competition, a violation of trade secret laws, and a substantial breach of this Agreement, warranting appropriate legal action and remedies.

Intellectual Property and Content 

The ownership and rights to all services provided by INhouse Video, including but not limited to all intellectual property and Confidential Information, shall remain the sole and exclusive property of INhouse Video, hereby referred to as "INhouse Intellectual Property." For this Agreement, "Moral Rights" refers to rights such as claiming authorship of a work, objecting to distortions or modifications, and similar rights recognized globally. The Client irrevocably transfers and assigns to INhouse Video all such Moral Rights they may possess in the services provided. The Client also waives any future claims against INhouse Video, its successors, or licensees regarding these Moral Rights, even post-termination of this Agreement. The Client holds no rights to any work product conceived or developed by INhouse Video independently without using the Client's equipment, supplies, facilities, trade secrets, or Confidential Information unless it pertains to the Client's business or arises from work done for the Client. Obligations and covenants under this section will, where applicable, continue beyond the termination of this Agreement. While INhouse Video asserts no ownership over the Client's content needed to complete the Services, by submitting such content, the Client grants INhouse Video a worldwide, royalty-free, non-exclusive, sublicensable, and transferable license to use the Client's Content as necessary solely to provide the Services. The Client represents and warrants their sole responsibility and liability in obtaining all requisite consents, permissions, licenses, and waivers from relevant parties involved in the creation of the Content provided for the Services. The Client acknowledges that the technical processing and transmission of the Services, including the Client's Content, may involve transmissions over various networks and modifications to conform to technical requirements. The Client also understands that Internet use or connection might allow unauthorized access to the Services, System, or Client's Content. Therefore, INhouse Video cannot guarantee the complete privacy, security, or authenticity of any content, data, or information transmitted or stored in any system connected to the Internet.

Publicity and Portfolio License

By entering into this Agreement, you consent to INhouse Video disclosing your status as a customer and using your name(s) and logo(s) in our digital, online, and printed marketing materials, as well as external-facing presentations, unless you provide written notice specifying reasonable restrictions or requirements. Additionally, you grant INhouse Video a limited, nonexclusive, non-sublicensable, royalty-free worldwide "Portfolio License" to use, publish, and display any deliverables developed in connection with our service for marketing and advertising purposes and to demonstrate the functionality of our service. You may revoke this Portfolio License at any time by sending written notice to our customer support email. Upon revocation, INhouse Video will cease the use of your deliverables for future marketing and advertising. However, previously distributed deliverables may continue to exist online where they have been used by others in accordance with the Portfolio License.

Disclaimers and Limitations of Liability

EXCEPT AS SPECIFICALLY PROVIDED HEREIN, THE SERVICES ARE PROVIDED “AS IS” WITHOUT WARRANTY OF ANY KIND. INHOUSE VIDEO DOES NOT WARRANT THAT THE SERVICES WILL MEET CLIENT'S REQUIREMENTS OR THAT THEIR OPERATION WILL BE UNINTERRUPTED OR ERROR-FREE. TO THE FULLEST EXTENT PERMITTED BY LAW, ITI HEREBY DISCLAIMS (FOR ITSELF AND ITS SUPPLIERS) ALL OTHER WARRANTIES, WHETHER EXPRESS OR IMPLIED, ORAL OR WRITTEN, WITH RESPECT TO THE SERVICES INCLUDING, WITHOUT LIMITATION, ALL IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT, QUIET ENJOYMENT, INTEGRATION, MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE AND ALL WARRANTIES ARISING FROM ANY COURSE OF DEALING, COURSE OF PERFORMANCE OR USAGE OF TRADE.EXCEPT FOR DEATH, BODILY INJURY OR FRAUD, OR TO THE EXTENT THAT ANY EXCLUSION OR LIMITATION OF ITS LIABILITY IS VOID, PROHIBITED OR UNENFORCEABLE BY APPLICABLE LAW, IN NO EVENT SHALL ITI BE LIABLE CONCERNING THE SUBJECT MATTER OF THIS AGREEMENT, REGARDLESS OF THE FORM OF ANY CLAIM OR ACTION (WHETHER IN CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHERWISE), FOR ANY (A) MATTER BEYOND ITS REASONABLE CONTROL (INCLUDING ANY ERROR OR DAMAGE ATTRIBUTABLE TO ANY NETWORK OR SYSTEM), (B) LOSS OR INACCURACY OF DATA, LOSS OR INTERRUPTION OF USE, OR COST OF PROCURING SUBSTITUTE TECHNOLOGY, GOODS OR SERVICES, (C) INDIRECT, PUNITIVE, INCIDENTAL, RELIANCE, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES INCLUDING, BUT NOT LIMITED TO, LOSS OF BUSINESS, REVENUES, PROFITS OR GOODWILL, OR (D) DIRECT DAMAGES IN EXCESS OF $50.00 IN THE AGGREGATE, EVEN IF ITI HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THESE LIMITATIONS ARE INDEPENDENT FROM ALL OTHER PROVISIONS OF THIS AGREEMENT AND SHALL APPLY NOTWITHSTANDING THE FAILURE OF ANY REMEDY PROVIDED HEREIN.

Representations and Warranties

The Client represents and warrants to INhouse Video, and acknowledges that INhouse Video is relying on such representations and warranties in entering into this Agreement, that: All information relating to the Client and its products provided to INhouse Video by The Client is true and correct; The Client is a duly qualified and existing corporation under the laws of its jurisdiction of incorporation with the right and authority to enter into and be bound by this Agreement and fulfill its obligations to INhouse Video on the terms and conditions set forth herein; The Client has obtained all required approvals in connection with entering into and performing this Agreement, or required in connection with its activities hereunder; All works and materials provided by the Client for use by INhouse Video pursuant to this Agreement do not infringe upon or violate any third-party intellectual property rights. The Client shall be solely responsible for ensuring that any materials provided for use by INhouse Video satisfy this requirement and agrees to hold INhouse Video harmless from all liability or loss, including debt or expenses for attorneys’ fees, arising from the Client’s failure to perform this duty in relation to third-party intellectual property rights. The Client will not enter into any agreement or do or fail to do any act which may interfere with the fulfillment of its obligations under this Agreement; and This Agreement constitutes a legal, valid, and binding agreement enforceable against the Client in accordance with its terms. INhouse Video represents and warrants to the Client, and acknowledges that the Client is relying on such representations and warranties in entering into this Agreement, that: All information provided to the Client by INhouse Video is true and correct; INhouse Video is a duly qualified and existing corporation under the laws of its jurisdiction of incorporation with the right and authority to enter into and be bound by this Agreement and fulfill its obligations to the Client on the terms and conditions set forth herein; INhouse Video has obtained all required approvals in connection with entering into and performing this Agreement, or required in connection with its activities hereunder; INhouse Video represents and warrants to the Client that it has the time and skills to perform its responsibilities as more particularly described in this Agreement; Works and materials comprising the project are and will be original works of authorship including script and the Client's own marketing and digital collateral; All individuals undertaking the project are qualified to and will perform the project work in a proper and workmanlike manner in accordance with industry standards, with due care, skill, and competence; INhouse Video will not enter into any agreement or do or fail to do any act which may interfere with the fulfillment of its obligations under this Agreement; and This Agreement constitutes a legal, valid, and binding agreement enforceable against INhouse Video in accordance with its terms.

Links to External Platforms and Third-Party Software Usage

In cases where this Site is accessible through third-party platforms, or when links from this Site direct to third-party platforms, please note that we do not endorse and are not responsible for the content, activities, or practices of such third parties. Furthermore, if the client utilizes any third-party software that may be required as part of our services, the client does so at their sole discretion and accepts all responsibilities and risks associated with its use. We disclaim any liability for issues or damages arising from the use of third-party platforms or software.

Indemnification

The Client agrees to indemnify and hold INhouse Video and its employees, directors, officers, agents, and affiliates harmless from any third-party claims, liabilities, damages, losses, and expenses, including reasonable attorneys' fees and costs of suit, arising from: Any breach of the terms of this Agreement, or the performance or non-performance of the Client's duties hereunder. Any untrue representations or warranties made by the Client. Any unauthorized representations, warranties, or guarantees made by the Client or any of its employees, contractors, or agents with respect to INhouse Video. Any negligence or misconduct by the Client or any of its employees, contractors, or agents. Conversely, INhouse Video agrees to indemnify and hold the Client and its employees, directors, officers, agents, and affiliates harmless from any third-party claims, liabilities, damages, losses, and expenses, including reasonable attorneys' fees and costs of suit, arising from: Any breach of the terms of this Agreement, or the performance or non-performance of INhouse Video's duties hereunder. Any untrue representations or warranties made by INhouse Video. Any unauthorized representations, warranties, or guarantees made by INhouse Video or any of its employees, contractors, or agents with respect to the Client or the services provided. Any negligence or misconduct by INhouse Video or any of its employees, contractors, or agents. Both parties' indemnification obligations under this section shall survive the termination or expiration of this Agreement.

Non-Solicitation

During the term of this Agreement and for a period of one year after termination, INhouse Video and the Client shall not directly or indirectly employ, solicit for employment, or advise or recommend to any other person that such other person employ or solicit for employment, any person employed by the other party. This prohibition shall not apply to any general solicitation posted or published on any Web site, newspaper, newsletter or other publication.

Entire Agreement, Amendment

This Agreement contains the entire Agreement between the parties with respect to the subject matter herein and supersedes all prior and contemporaneous Agreements, representations and understandings of the parties. No modification, amendment or waiver of any of the provisions of this Agreement shall be effective unless in writing specifically referring to this Agreement and signed by both parties.

Irreparable Harm

The parties acknowledge and agree that a breach of any of the covenants of this Agreement by the other party or its agents cannot be adequately compensated for by monetary award, and may cause irreparable harm to the other party. Accordingly, the parties agree that in addition to all of the remedies available at law, the parties will be entitled, as a matter of right to apply for equitable relief (including without limitation, injunctive relief) to ensure the other party’s compliance with the provisions of this Agreement.

Attorneys' Fees

If action is brought to enforce the terms of this Agreement or to declare rights hereunder, the prevailing party shall be entitled to reasonable attorneys’ fees.

Headings

The section headings are for convenience only and are not part of this Agreement.

Invalid Provision

The invalidity or unenforceability of any particular provision of this Agreement shall not affect the other provision hereof and this Agreement shall be construed in all respects as if such invalid or unenforceable provisions were omitted.

Assignment

Neither party may assign its rights or obligations hereunder without the prior written consent of the other party. The rights and obligations of the parties hereunder shall inure to the benefit of and shall be binding upon the successors and permitted assigns.

Notices

Any notices to be given hereunder shall be in writing and shall be given either by personal delivery, by certified or registered mail with postage prepaid, or by electronic transmission, including facsimile. Mailed notices shall be sent to the parties at their addresses as set forth at the beginning of this Agreement (which address may be amended from time to time by providing notice to the other party hereunder). Notices delivered personally shall be deemed effective as of the time of receipt; mailed notices shall be deemed effective as of five business days after mailing.

Waiver of Breach

The failure to enforce at any time any of the provisions of this Agreement or to require at any time performance by the other party of any of the provisions hereof shall in no way be construed to be a waiver of such provision or to affect either the validity of this Agreement or any part hereof or the rights of any party thereafter to enforce each and every provision in accordance with the terms of this Agreement.

Governing Law

This Agreement and its application and interpretation will be governed exclusively by the laws prevailing in the Province of British Columbia, Canada without regard to the conflicts of laws provisions,  which will be deemed to be the proper law hereof.