Rymac Technical Solutions Inc. & Vision Clerk Terms of Service

Last Updated: August 8, 2024

1. Termination

1.1. If the Customer is in breach of this Contract and has not rectified the breach within ten (10) days’ written notice of such breach by the Corporation, then the Corporation may immediately terminate this Contract without further notice, penalty, or compensation to the Customer.

1.2. The Customer may terminate this Contract at any time by providing sixty (60) days’ written notice to Corporation

2. Confidential Information and Intellectual Property

2.1. In this Contract, “Confidential Information and Intellectual”; means information shared between the Customer and the Corporation in connection with this Contract, and any information collected, received, identified, and/or discovered by the Customer in connection with this Contract, whether before or after the date of this Contract and information disclosed to, used by, developed by, or made known to the Customer in connection with this Contract which is not generally known by persons outside the Corporation including, but not limited to, information (printed, electronic, or otherwise) pertaining to the Corporation’s past, present, future, and contemplated assets, operations, business ventures, services, marketing methods or strategies, personnel, finances, business procedures, designs, plans, reports, specifications, drawings, inventions, intellectual property, trademarks, trade secrets, patents, pending patents, processes, information, items, work product and the Software

2.2. The Customer covenants and agrees that it will not, either during the Term or at any time thereafter, directly or indirectly, by any means whatsoever, divulge, furnish, provide access to, or use for any purpose any of the Confidential Information and Intellectual Property.

2.3. Upon termination or expiry of this Contract, the Customer agrees that all files, information (including Confidential Information and Intellectual Property) and documents pertaining to the Corporation’s business and Confidential Information and Intellectual Property will remain the property of the Corporation, free from any claim by the Customer. and will promptly be delivered by the Customer to the Corporation’s office, and no photo copy, duplication or reproduction of any kind whatsoever will be made of such files, information, documents or Confidential Information and Intellectual Property, without the express written consent of the Corporation.

2.4. The Customer acknowledges and agrees that the Corporation’s business would be irreparably harmed, for which there may be no adequate remedy at law, if such Confidential Information and Intellectual Property were disclosed to, or used by, any persons outside the Corporation’s organization. In such event the Corporation will be entitled to seek an injunction, without the necessity of posting a bond, to prevent any further breach of this Contract, in addition to all other remedies available in law or at equity.

3. Limitation of Liability

3.1. In no event will the Corporation be liable to the Customer, whether in contract, in tort, or under any other legal theory, including without limitation strict liability and negligence), for any loss of profit or revenues, loss, interruption of use, lost or damaged data, reports, documentation or security, or similar economic loss, or for any indirect, special, incidental, consequential, punitive, or similar damages, arising out of or in connection with the performance or non-performance of this Contract.

3.2. The Customer hereby indemnifies and saves harmless the Corporation from and against any claims, actions, losses, damages, liabilities, judgements, penalties, fines, and expenses, including without limitation legal fees on a solicitor and their own client basis, arising directly or indirectly out of any breach by the Customer, their agents, employees, directors, officers, or those for whom the Customer is responsible for at law, of this Contract.

3.3. In no event will the Corporation’s liability exceed the total amount of fees paid by the Customer to the Corporation within the six (6) months prior to the date the claim arose, under this Contract.

4. General Terms

4.1. The Customer may not assign this Contract. The Corporation may assign this Contract without notice to or consent of the Customer.

4.2. This Contract will be governed and construed in accordance with the laws of the Province of Alberta and will in all respects be treated as an Alberta contract. The parties agree to attorn to the exclusive jurisdiction of the courts of Alberta.

4.3. All paragraphs and covenants contained in this Contract are severable, and in the event that any of them will be held to be invalid, unenforceable or void by a court of a competent jurisdiction, such paragraphs or covenants will be severed, and the remainder of this Contract will remain in full force and effect.

4.4. Any dispute, controversy or claim arising out of or related in any way to this Contract, including its existence, interpretation, validity, breach, termination, or the business relationship created by it, which cannot be amicably resolved by the parties will be referred to and finally settled by arbitration by the Canadian Arbitration Association in accordance with the Canadian Arbitration Association Arbitration Rules. Judgment on the award rendered by the arbitrator(s) may be entered in any court having jurisdiction. The arbitration will take place before one (1) arbitrator sitting in Edmonton, Alberta. The language of the arbitration will be English. The decision of the arbitrator will be in writing with written findings of fact and will be final and binding on the parties. Each Party will bear its own costs relating to the arbitration proceedings irrespective of its outcome. This section provides the sole recourse for the settlement of any disputes arising out of, in connection with, or related to this Contract, except that the Corporation may seek a preliminary injunction or other injunctive relief in any court of competent jurisdiction if in its reasonable judgment such action is necessary to avoid irreparable harm.

4.5. All schedules, exhibits, and appendices to this Contract, together with any recitals to this Contract, and all proper amendments to the foregoing, are hereby incorporated into and form part of this Contract. This Contract contains the complete agreement between the Corporation and the Customer and will, as of the date it is executed, supersede any and all other agreements between the parties. The parties agree that neither of them has made any representations to the other except such representations as are specifically set forth in this Contract, and that any statements or representations that may previously have been made by either of them to other have not been relied on in connection with the execution of this Contract and are of no effect.

4.6. No waiver or modification of this Contract or any covenant, condition or restriction herein contained will be valid unless executed in writing by the party to be charged therewith.

4.7. Headings are included in this Contract for convenience of reference only and do not form part of this Contract.

4.8. The provisions of this Contract will ensure to the benefit of and be binding upon the Customer, its successors and permitted assigns, and the Corporation, its successors and assigns.

4.9. Any provision which by its nature survives the termination or expiry of this Contract, will continue past the termination or expiry of this Contract.

4.10. The Corporation may set off any monies due and payable under this Contract to the Customer against any monies which may be due and payable to the Corporation by the Customer.

4.11. This Contract may be signed by originals or by facsimile or portable document format (pdf) and executed in any number of counterparts, and each executed counterpart will be considered to be an original. All executed counterparts taken together will constitute one agreement.