Neither the rights nor the obligations arising under this Agreement are assignable or transferable by Customer or eA without the other party’s prior written consent which shall not be unreasonably withheld or delayed, and any such attempted assignment or transfer shall be void and without effect. Notwithstanding the foregoing, eA may freely assign this Agreement in its entirety (including all Order Forms), upon notice and without the consent of the Customer, to its successor in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets
Relationship of the Parties
The parties are independent contractors. This Agreement does not create a partnership, franchise, joint venture, agency, fiduciary or employment relationship between the parties. Each party will be solely responsible for payment of all compensation owed to its employees, as well as all employment-related taxes.
If the performance of this Agreement or any obligation hereunder (other than obligations of payment) is prevented or restricted by reasons beyond the reasonable control of a party including but not limited to computer related attacks, hacking, or acts of terrorism (a “Force Majeure Event”), the party so affected shall be excused from such performance and liability to the extent of such prevention or restriction.
Customer agrees that it has not received or been offered any illegal or improper bribe, kickback, payment, gift, or thing of value from any of eA employees or agents in connection with this Agreement. Reasonable gifts and entertainment provided in the ordinary course of business do not violate the above restriction. If Customer learns of any violation of the above restriction, Customer will use reasonable efforts to promptly notify eA.
No failure or delay by either party in exercising any right under this Agreement will constitute a waiver of that right
Governing Law and Severability
This Agreement and any disputes arising out of or related hereto shall be governed by and construed in accordance with the laws of the Province of Ontario. With respect to all disputes arising out of or related to this Agreement, the parties consent to exclusive jurisdiction and venue in the provincial and Federal courts located in Toronto, Ontario. In any action to enforce this Agreement the prevailing party will be entitled to costs and attorneys’ fees. In the event that any of the provisions of this Agreement shall be held by a court or other tribunal of competent jurisdiction to be unenforceable, the provisions will be deemed null and void, and the remaining provisions of this Agreement will remain in effect.
Except as otherwise specified in this Agreement, all notices related to this Agreement shall be in writing and will be effective upon (i) personal delivery, in which case notice shall be deemed given on the day of such hand delivery, or (ii) by overnight courier, in which case notice shall be deemed given three (3) business days after deposit with a recognized courier, or (iii) except for notices of termination or indemnifiable claim (“Legal Notices”), which shall clearly be identifiable as Legal Notices, the day of sending by email. Billing-related notices to Customer will be addressed to the relevant billing contact designated by Customer. All other notices to Customer will be addressed to the relevant Services system administrator designated by Customer.
Notices go to:
eSSENTIAL Accessibility Inc.
Attn: Legal Notices
83 Yonge Street, Suite 300
Toronto, Ontario, Canada, M5C 1S8
With a copy emailed of even date to:
Entire Agreement and Order of Precedence
This Agreement together with the Order Forms constitutes the entire agreement between the parties hereto pertaining to the subject matter hereof, and any and all prior or contemporaneous written or oral agreements existing between the parties hereto and related to the subject matter hereof are expressly canceled. No modification, amendment or waiver of any provision of this Agreement will be effective unless in writing and signed by both parties hereto. Notwithstanding any language to the contrary therein, no terms or conditions stated in a Customer purchase order or in any other Customer order documentation (other than with regard to capacity licensed, Term, Service, bill to, ship to, pricing) shall be incorporated into or form any part of this Agreement, and all such terms or conditions shall be null and void. Any failure to enforce any provision of this Agreement shall not constitute a waiver thereof or of any other provision.