SERVICE AGREEMENT

• Service Engagement
  The Client hereby engages Cansoft as an independent contractor and Cansoft agrees to provide to the Client digital marketing and other tech services (the "Services"), as described in each statement of work agreed to by Cansoft from time to time and attached as Schedule "A" to this Agreement (the "Statement of Work")
• Modifications
  Additions or modifications to the Statement of Work may be accomplished through the use of a "Change Order" submitted by the Client to Cansoft. A Change Order must be in writing and subject to acceptance by Cansoft. Once accepted by Cansoft, the Change Order will become part of the Statement of Work.
• Staffing Authority
  Cansoft shall have the exclusive authority to make staffing decisions with respect to use of its personnel or subcontractors in the provision of the Services.
• Risk of Loss
  Risk of loss of any data, information, products, documents, or other deliverables created or supplied by Cansoft to Client as part of the Services (collectively, the "Deliverables") shall pass to Client upon delivery of each such Deliverable.
• Exclusive Developer
  Throughout the Term of this Agreement, Client agrees to use Cansoft as its exclusive service provider for the Services.
• Cansoft Engagement Non-Exclusive
  The Client acknowledges to and agrees with Cansoft that by entering into this Agreement Cansoft does not agree to any terms which may be construed as precluding or limiting in any way the right of Cansoft to provide services the same as or similar to the Services supplied or provided to the Client under this Agreement, or other services of any kind or nature whatsoever to any person or entity as Cansoft in its sole discretion deems appropriate, including without limitation, in any such case, at the same time that it is supplying or providing the Services to the Client under this Agreement. Cansoft shall be entitled to retain or engage sub-contractors to perform Services under this Agreement.

• Ownership of Services
  Cansoft, its licensors or suppliers as the case may be, shall at all times be and remain the sole and exclusive owners of any work in process, under the Services.
• Intellectual Property
  All inventions, patents, industrial designs, trademarks, know-how, trade secrets and other intellectual property which are owned or being developed by Cansoft prior to providing Services hereunder shall be owned exclusively by Cansoft as well as any refinement, enhancement, improvement or adjustment to the foregoing. Subject always to the foregoing, if, in connection with providing Services hereunder, Cansoft, alone or in conjunction with others, invents, develops, discovers, designs, conceives, enhances or improves something other than as provided for in the first sentence of this paragraph (hereinafter called "Invention"), whether registerable or not, ownership of the Invention, along with all documentation, data, reports and other information pertaining to such Invention, shall be agreed upon between Cansoft and Client prior to any work performed in connection with that Invention. In the event that the parties cannot so agree, the matter shall be resolved by binding arbitration under The Arbitration Act, 1992 (Saskatchewan).
• Ownership of Client Materials
  The parties agree that Client will at all times be and remain the sole and exclusive owner of any products, materials, records, client lists, inventory, equipment, and information of the Client and its business (the "Client Materials").
• License to Cansoft
  Subject to Section 2.3, Client grants to Cansoft and Cansoft accepts a non-exclusive, royalty-free, worldwide license to use such Client Materials as Cansoft deems necessary to perform its obligations under this Agreement.

• Client Obligations
  Client shall cooperate with and assist Cansoft by providing to Cansoft such information and such access to Client's personnel, facilities, equipment, databases, software, Client Materials or resources as are described in the Statement of Work, or as Cansoft may reasonably request. All such information and access will be considered Client Materials, the timely, complete, and accurate provision of which is and shall be in every case a condition precedent to Cansoft meeting its delivery dates described in each Statement of Work. Without limiting the generality of the foregoing, Cansoft shall not be responsible for any delays in the provision of any of the Services resulting from the Client delaying or failing to provide the Client Materials, in whole or in part, to Cansoft.

• Acceptance Testing
  Immediately upon completion of each Statement of Work and delivery of all Deliverables by Cansoft to Client, Client shall have ten (10) days to test the general function and operation of such Deliverables. Within such 10-day period, Client shall give Cansoft written notice stating why any Deliverables are unacceptable. Upon receipt of such notice, Cansoft shall use commercially reasonable efforts to correct the material deficiencies as soon as practical. Client acknowledges and agrees that material compliance with the acceptance criteria set forth in the applicable Statement of Work shall be deemed acceptance. If Client does not give written notice to Cansoft within the 10-day testing period that the Deliverables do not satisfy the acceptance criteria, Client shall be deemed to have accepted the Deliverables upon expiration of such period.

Client agrees to pay the fees as listed in each Statement of Work plus all applicable taxes and duties, and reasonable expenses and disbursements, if any, for Cansoft's Work (the "Fees").

• Invoice shall be rendered upon completion of Deliverables.
• Payment is due upon receipt of invoice, without abatement, deduction, or set off. Cansoft reserves the right to cease work without prejudice if any amount remains unpaid when due.
• Client shall be required to pay goods and services taxes and provincial sales taxes as applicable on all fees, costs, expenses and other amounts payable to Cansoft under this Agreement.
• Late Payment
  Without limiting Cansoft's other rights or remedies, any late payment shall be subject to interest at 8% per month or the maximum amount permitted by law and Cansoft shall be entitled to stop the Work and not deliver any Services until payment in full of all outstanding amounts is received.

• Confidential Information
  The parties acknowledge that it will be necessary for each of them to disclose or make available to each other information and materials (collectively the "Confidential Information") that may be confidential or proprietary or may contain valuable trade secrets and that some such information may already have been disclosed prior to the Effective Date. Prior to disclosure, the disclosing party shall use reasonable efforts to designate all Confidential Information by marking the information with the word "Confidential" or similar legend. The Parties agree that the Client Materials and the Services are Confidential Information, as are any passwords, server logs, and all documentation or other materials provided in connection therewith.
• Non-Disclosure
  Both during and after the term of this Agreement, each of the parties agrees:
  • to use commercially reasonable efforts to protect the Confidential Information of the other party from unauthorized use or disclosure and to use at least the same degree of care with regard thereto as it uses to protect its own Confidential Information of a like nature;
  • to use and reproduce the Confidential Information of the other party only as permitted under this Agreement or as needed to perform its duties hereunder; and
  • not to disclose or otherwise permit access to the Confidential Information of the other party to any third-party, without the other party's prior written consent.
• Exceptions
  Information will not be considered to be Confidential Information if it:
  • becomes publicly available through no fault of the disclosing party;
  • is lawfully received from a third-party having the right to disclose the information without restriction; or
  • has been independently developed.

  Furthermore, it is understood that each party shall be free to use any ideas, concepts, know-how and techniques related to the scope of its business, provided they contain no specific or identifiable elements unique to the other party hereto or its property.

• Client Representations and Warranties
  Client warrants and represents to Cansoft that:
  • the entering into and performance of this Agreement by Client has been duly authorized by Client and such performance is not limited, restricted or in conflict with any other agreement by which Client is bound;
  • any Client Materials provided by Client to Cansoft under this Agreement are owned or licensed by Client and Client has the authority to provide them to Cansoft to allow Cansoft to do the Work; and
  • it has the right to grant the licenses herein.

• DISCLAIMER OF OTHER WARRANTIES
  EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT THERE ARE NO OTHER REPRESENTATIONS, WARRANTIES OR CONDITIONS, EXPRESS OR IMPLIED, IN FACT OR IN LAW, OR THOSE ARISING BY STATUTE OR OTHERWISE IN LAW OR FROM A COURSE OF DEALING OR USAGE OF TRADE), INCLUDING BUT NOT LIMITED TO WARRANTIES OR CONDITIONS OF MERCHANTABILITY, DESCRIPTION, QUALITY OR FITNESS FOR A PARTICULAR PURPOSE. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, CANSOFT MAKES NO REPRESENTATION, WARRANTY, PROMISE OR GUARANTEE THAT THE SERVICES SHALL BE FIT FOR THE PURPOSES INTENDED BY CLIENT AND EXPRESSLY DISCLAIMS ANY GUARANTEE OF RESULTS, INCLUDING SEARCH ENGINE OPTIMIZATION RESULTS OR FINANCIAL RESULTS ARISING FROM OR IN RELATION TO THE SERVICES.
• Limitation Period
  Should Cansoft be in breach of any obligation under this Agreement, Client agrees that Client's remedies will be limited to those set forth in this Agreement and no action may be brought by Client more than twelve (12) months after the facts giving rise to the cause of action have occurred, regardless of whether those facts by that time are known to, or reasonably ought to have been discovered by, Client.
• NO INDIRECT DAMAGES
  IN NO EVENT SHALL EITHER PARTY, ITS DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, CONTRACTORS OR AFFILIATES, BE LIABLE FOR ANY CLAIM FOR: (A) INDIRECT, CONSEQUENTIAL OR PUNITIVE DAMAGES; (B) DAMAGES FOR LOSS OF PROFITS OR REVENUE, FAILURE TO REALIZE EXPECTED SAVINGS, LOSS OF USE OF CLIENT MATERIALS, COMPUTER HARDWARE, SOFTWARE, WEB SITE AND ANY STORED DATA; (C) CONTRIBUTION, INDEMNITY OR SET-OFF IN RESPECT OF ANY CLAIMS AGAINST CLIENT; OR (D) ANY DAMAGES WHATSOEVER RELATING TO THIRD-PARTY PRODUCTS, OR MATERIALS OR ANY GOODS OR SERVICES NOT DEVELOPED OR PROVIDED BY THAT PARTY.
• LIMITATION ON LIABILITY
  EXCEPT FOR BREACH OF WARRANTIES AS TO NON-INFRINGEMENT, BREACH OF CONFIDENCE OR WITH RESPECT TO ANY INDEMNITIES IN THIS AGREEMENT, CANSOFT'S, ITS DIRECTORS', OFFICERS', EMPLOYEES', AGENTS', CONTRACTORS' AND AFFILIATES', MAXIMUM TOTAL LIABILITY FOR ANY CLAIM WHATSOEVER, INCLUDING WITHOUT LIMITATION CLAIMS FOR BREACH OF CONTRACT, TORT (INCLUDING, WITHOUT LIMITATION, NEGLIGENCE) OR OTHERWISE, AND CLIENT'S SOLE REMEDY, SHALL BE AN AWARD FOR DIRECT, PROVABLE DAMAGES NOT TO EXCEED THE AMOUNTS PAID HEREUNDER BY CLIENT TO CANSOFT UNDER THE APPLICABLE STATEMENT OF WORK DURING THE CURRENT TERM, LESS THE AMOUNT OF ANY DAMAGES ALREADY PAID.

• Client Indemnity
  Client shall indemnify, defend and hold Cansoft, its officers, directors, subcontractors, agents or affiliates, harmless from any and all claims, demands, actions, resulting costs, expenses, damages, losses, consequences, awards and judgments (including without limitation, punitive damages, court costs, arbitration fees, penalties, fines, amounts paid in settlement of claims and reasonable legal fees, disbursements and expenses of investigation) relating to any Client Materials including without limitation patent, copyright, trade secret or other intellectual property infringement claims.

• Initial Term
  The term of this Agreement shall begin on the date it is signed and shall expire on completion of the Services, in accordance with Section 5.1 unless terminated earlier in accordance with the terms herein (the "Term").
• Termination on Default with Notice
  Either party may terminate this Agreement or a Statement of Work upon the occurrence of a material breach by the other party, which material breach has not been cured within sixty (60) days after receipt of written notice thereof by the breaching party from the other, unless the cause for termination is a failure to pay, in which event this Agreement may be terminated upon five (5) calendar days' notice by Cansoft.
• Termination without Notice
  Cansoft may at its option, terminate this Agreement or a Statement of Work, effective immediately without notice or prior opportunity to cure the default if the Client makes a general assignment for the benefit of its creditors or a proposal or arrangement under the Bankruptcy and Insolvency Act (or any similar statute), or a petition is filed against the Client under the Bankruptcy and Insolvency Act, or if the Client shall be declared or adjudicated bankrupt or if a liquidator, trustee in bankruptcy, custodian, receiver, manager, or any other officer with similar power shall be appointed of or for the Client or if the Client shall commit an act of bankruptcy or shall propose a compromise or arrangement or institute proceedings to be adjudged bankrupt or insolvent or consents to the initiation of such appointment or proceedings or admits in writing its inability to pay debts generally as they become due.
• Effect of Termination
  Except as provided in this Agreement, termination by either party in accordance with the terms of this Agreement shall not be exclusive nor limit the terminating party's other rights or remedies available at law or in equity, or under this Agreement. The Services shall be terminated on the effective date. Notwithstanding the foregoing, Client's obligation for payment of any Fees and applicable taxes up to and including the effective date of termination shall continue until paid in full.
• Article(s) 7, 8, 9 and 10 shall survive termination or expiry of this Agreement.

• In the event of any conflict between the provisions of this Agreement or any schedule, the provisions of this Agreement shall prevail.
• Number and Gender
  Words importing the singular include the plural and vice versa; and words importing gender include all genders.
• The Section headings contained herein are included solely for convenience, and are not intended to be full or accurate descriptions of the content thereof and shall not be considered part of this Agreement or to affect the interpretation hereof.
• Unless otherwise indicated, all dollar amounts referred to in this Agreement are in Canadian funds.
• Entire Agreement
  This Agreement, including any and all schedules, is the complete and exclusive statement of the agreement of the parties with respect to the subject matter hereof and supersedes all prior agreements, negotiations and representations, oral or written, between the parties with respect to the subject matter hereof. This Agreement may not be modified except by a written instrument duly executed by the parties hereto.
• Severability; No Waiver
  If any provision of this Agreement is held by a court of competent jurisdiction to be illegal, invalid or unenforceable, such provision shall, as to that jurisdiction and as between the parties hereto, be severed from the remaining provisions of this agreement, which remaining provisions will continue in full force and effect. The waiver by either party of a breach of any provision of this Agreement will not operate as a waiver of any other breach. No delay or failure of Client or Cansoft to exercise any right or remedy will operate as a waiver, except where specifically provided to the contrary.
• Order of Priority
  Regarding any Services for which a change order has been issued, in the event of a conflict between or amongst the terms of the documents comprising this Agreement, the order of priority shall be as follows:
  • This Agreement; then
  • The change order; then
  • The applicable Statement of Work.
• Client may not assign or transfer any or all of its rights or its duties or obligations hereunder without the consent of Cansoft, which consent shall not be unreasonably withheld. Client may assign this Agreement, without the need to obtain consent of Cansoft, to an affiliate of Client or to a successor in interest to substantially all of the business of Client to which this Agreement relates, who has agreed to be bound by the terms of this Agreement. Cansoft may assign this Agreement or any part thereof without Client's consent upon notice to the Client.
• Third Party Rights
  This Agreement does not confer any rights or any person or party (other than the parties to this Agreement, and where applicable, their successors and permitted assigns).
• Time shall be of the essence of this Agreement.
• Independent Contractors
  The parties to this Agreement are independent contractors, and not agents, partners, joint ventures or employees of one another.
• This Agreement may be executed in one or more counterparts, each of which shall be deemed an original and all of which shall be taken together and deemed to be one instrument.
• Force Majeure
  Should the performance of this Agreement by either party, except for the Client's obligation to pay any Fees, be prevented or delayed by causes beyond the reasonable control of such party which are unforeseeable and which it could not have protected itself against (but excluding failure to pay any amounts when due under this Agreement), such as act of God, war, civil insurrection, fire, flood, strike, lock out, any other labour dispute, failure of transportation, interruption of power, gas, water or other utilities, breakdown of plant, machinery or equipment, government laws, regulations, orders or intervention, or severe weather events that limit the ability of Cansoft to provide Services as specified in this Agreement in a timely matter or at all, then such party's performance will be excused to the extent and for the time that it is so prevented or delayed. A party shall not be liable to the other party or be deemed in breach of this Agreement by reason of any delay in performing, or any failure to perform, its obligations, if the delay or failure was due to any such events.
• Any notice, request, demand, consent or other communication provided or permitted hereunder shall be in writing and given by personal delivery, or sent by registered mail, postage prepaid, or transmitted by fax or e-mail addressed to the receiving party at its address in the schedules hereto. Any notice so given shall be deemed to have been received on the date on which it was delivered or transmitted by fax or e-mail, or five days following the mailing thereof. In the event of actual or threatened disruption of postal services notice shall not be sent by mail.
• Any and all disputes arising out of this Agreement, its performance, breach, enforcement, existence or validity, any failure of the parties to reach agreement with respect to matters provided for in this Agreement and all matters of dispute relating to the rights and obligations of the parties, which cannot be amicably resolved, even if only one of the parties declares that there is a difference, will be referred to and finally settled by private and confidential binding arbitration held in Saskatchewan in English and governed by Saskatchewan law pursuant to The Arbitration Act, 1992 (Saskatchewan), as amended, replaced or re-enacted from time to time. The Arbitrator shall be a person who is legally trained and who has experience in the information technology field in Canada and is independent of either party.
• Governing Law
  This Agreement shall be governed by and construed in accordance with the laws of Saskatchewan and federal laws of Canada applicable therein and shall be treated in all respects, as a Saskatchewan contract. The parties submit to the non-exclusive jurisdiction of the courts of Saskatchewan.