Terms and Conditions of Service
Client and Newsfile agree to the following:
Newsfile and Client each represent and warrant to the other that: (a) it has the full corporate right, power and authority to enter into this Agreement and to perform the acts required of it hereunder; (b) the execution of this Agreement and the performance by each of Newsfile and Client of their respective obligations and duties under this Agreement, do not and will not violate any agreement to which such party is a party or by which it is otherwise bound; and (c) when executed and delivered by Newsfile and Client respectively, this Agreement will constitute the legal, valid and binding obligation of each party, enforceable against it in accordance with its terms.
Except as specifically set forth in this Agreement, there are no other warranties, whether written or oral, express or implied, with respect to the subject matter of this Agreement, including any implied warranties of merchantability or fitness for a particular purpose.
Client is solely responsible for the content and accuracy of any and all Client filings and news releases. Client represents and warrants to Newsfile that:
it has the right, power and authority to submit Client filings and news releases to Newsfile; and
all Client representatives giving instructions to Newsfile with regards to filings and news releases have been duly authorized by Client to do so; and
Client filings and news releases do not contain any information that is inaccurate, libelous, slanderous, obscene, defamatory, false or otherwise misleading; and
Client filings and news releases do not violate any trade secret, or other proprietary right of any entity.
Client will indemnify and hold Newsfile harmless from and against all costs, losses, expenses, damages, suits, claims or actions arising as a result of:
- any breach by Client of the terms, conditions, undertakings and representations contained in this Agreement; and
- any costs and expenses incurred by Newsfile in enforcing this Agreement.
Client will remit payments to Newsfile in accordance with this Agreement and the Provision of Services Agreement, within thirty (30) days of invoice received.
Client acknowledges that certain regulatory filings require fees to be paid to the relevant regulators. Newsfile will estimate these fees and will invoice the Client the estimated amount, which Client will pay in accordance with the Payment Terms set out in the Provision of Services Agreement. Client acknowledges that regulators may adjust the fees payable after the filings have already been completed. Upon notification from the regulator that additional fees are payable, Newsfile will invoice Client for any such additional regulatory filing fees, and Client will pay the invoiced amount in accordance with the Payment Terms set out in the Provision of Services Agreement.
The parties acknowledge that during the term of this Agreement they may have access to and/or be in possession of Confidential Content of the other party or their customers. “Confidential Content” means information identified by the disclosing party as confidential, including information relating to its past, present, or future research, development or business affairs and any proprietary products, materials or methodologies.
Each party will hold in confidence, in the same manner as it holds its own confidential information of like kind, all Confidential Content of another party to which it may have access hereunder. Access to Confidential Content is restricted to those of the party’s personnel with a need to know and engaged in a permitted use and such Confidential Content will not be used except as required to perform under this Agreement.
The foregoing will not prohibit or limit any party’s use of information (including, but not limited to, ideas, concepts, know-how, techniques, and methodologies (a) previously known to it; (b) independently developed by it; (c) acquired by it from a third party without continuing restriction on use; or (d) which is, or becomes, publicly available through no breach by it of this Agreement.
The provisions of this paragraph 7 will survive the termination of this Agreement.
This Agreement will continue until terminated in accordance with the terms of this Agreement.
Newsfile may terminate this Agreement immediately should Client fail to make any payments required under this Agreement as and when due. Either Party may terminate this Agreement upon the expiration of the initial or any renewal terms, provided written notice has been provided to the other party, no later than 30 days prior to the expiration of such term. Either party may terminate this Agreement immediately should the other party commit a material breach of its obligations under this Agreement, cease to carry on business in the normal course, become or is declared insolvent or bankrupt, or make an assignment for the benefit of creditors.
Client expressly acknowledges that the Services are provided on an “as is” basis, and Client’s use of the Services is at its own risk. Newsfile does not make, and hereby disclaims, any and all express or implied warranties including, but not limited to, warranties of merchantability, fitness for a particular purpose, noninfringement, accuracy and title, and any warranties arising from a course of dealing, usage, or trade practice.
Newsfile will not be liable for any incidental, indirect, punitive, special or consequential damages, arising out of or in connection with the Services provided by Newsfile under this Agreement. Newsfile will not, in any circumstances be liable for (a) loss of revenue, income, profit, or savings, (b) lost or corrupted data or software, loss of use of system(s) or network, or the recovery of such, (c) loss of business opportunity, or (d) business interruption or downtime.
Newsfile' aggregate liability (whether in contract, tort or otherwise) for all claims of liability arising out of, or in connection with this Agreement will not exceed the amounts paid by Client under this Agreement during the prior twelve (12) months.
Neither party will assign its rights or obligations under this Agreement without the prior written consent of the other party.
Any notice required under this Agreement will be properly served if in writing and sent by email to the email address set out in the Provision of Services Agreement. Notice will be effective at the time of delivery.
If Client consists of more than one person, then any covenant, agreement, condition, or provisos made by Client will be construed as joint and several obligations of each.
The parties are independent contractors. Neither party will have any rights, power or authority to act or create an obligation, express or implied, on behalf of the other party except as specified in this Agreement.
Neither party will be liable to the other party for any failure to perform any of its obligations (except payment obligations) under this Agreement during any period in which such performance is delayed by circumstances beyond its reasonable control including, but not limited to, pandemic, fire, flood, war, embargo, strike, riot or the intervention of any governmental authority (a “Force Majeure”). In such event, however, the delayed party must promptly provide the other party with written notice of the Force Majeure. The delayed party’s time for performance will be excused for the duration of the Force Majeure, but if the Force Majeure events lasts longer than thirty (30) days, the other party may immediately terminate the Agreement by giving written notice to the delayed party.
Except as otherwise permitted by this Agreement no change to its terms will be effective unless it is in writing and signed by Newsfile and Client.
If any part of this Agreement is found by a court of competent jurisdiction to be invalid, unlawful or unenforceable, then such part will be severed from the remainder of this Agreement, which will continue to be valid and enforceable to the fullest extent permitted by law.
No delay or failure by either party to exercise any of its powers, rights or remedies under this Agreement will operate as a waiver of them, nor will any single or partial exercise of any of those powers, rights or remedies preclude any other or further exercise of them. Any waiver to be effective must be in writing. The remedies provided in this Agreement are cumulative and not exclusive of any remedies provided by law.
This Agreement will be governed by the laws of British Columbia and each party agrees to submit to the exclusive jurisdiction of the British Columbia courts.
Last updated November 9, 2023