WEBSITE USAGE
TERMS AND CONDITIONS
These terms and conditions (the “Terms and Conditions”) govern the use of https://www.ara-uas.com (the “Site”). This Site is owned and operated by ARA Robotics inc. By using this Site, you indicate that you have read and understand these Terms and Conditions and agree to abide by them at all times.
INTELLECTUAL PROPERTY
All content published and made available on our Site is the property of ARA Robotics. This includes, but is not limited to images, text, logos, documents, downloadable files and anything that contributes to the composition of our Site.
ACCEPTABLE USE
As a user of our Site, you agree to use our Site legally, not to use our Site for illegal purposes, and not to: violate the intellectual property rights of the Site owners or any third party to the Site.
If we believe you are using our Site illegally or in a manner that violates these Terms and Conditions, we reserve the right to limit, suspend or terminate your access to our Site. We also reserve the right to take any legal steps necessary to prevent you from accessing our Site.
LINKS TO OTHER WEBSITES
Our Site contains links to third party websites or services that we do not own or control. We are not responsible for the content, policies, or practices of any third party website or service linked to on our Site. It is your responsibility to read the terms and conditions and privacy policies of these third party websites before using these sites.
LIMITATION OF LIABILITY
ARA Robotics inc. and our directors, officers, agents, employees, subsidiaries, and affiliates will not be liable for any actions, claims, losses, damages, liabilities and expenses including legal fees from your use of the Site.
INDEMNITY
Except where prohibited by law, by using this Site you indemnify and hold harmless ARA Robotics inc. and our directors, officers, agents, employees, subsidiaries, and affiliates from any actions, claims, losses, damages, liabilities and expenses including legal fees arising out of your use of our Site or your violation of these Terms and Conditions.
APPLICABLE LAW
These Terms and Conditions are governed by the laws of the Province of Quebec. This document is also subject to the applicable laws of Canada and is intended to comply with its necessary rules and regulations. For EU residents, the GDPR is the applicable law governing this document. In the event of an inconsistency between a provision of this document and the GDPR, the GDPR rules shall prevail.
SEVERABILITY
If at any time any of the provisions set forth in these Terms and Conditions are found to be inconsistent or invalid under applicable laws, those provisions will be deemed void and will be removed from these Terms and Conditions. All other provisions will not be affected by the removal and the rest of these Terms and Conditions will still be considered valid.
CHANGES
These Terms and Conditions may be amended from time to time in order to maintain compliance with the law and to reflect any changes to the way we operate our Site and the way we expect users to behave on our Site. We will notify users by email of changes to these Terms and Conditions or post a notice on our Site.
SALES OF PRODUCTS
TERMS AND CONDITIONS
APPLICABILITY
1. These terms and conditions (these “Terms”) shall apply to every quotation issued (a “Quotation”) and sale agreement (a “Sale Agreement”) entered into by ARA Robotic Inc. (“Seller”) with yourself (“Buyer”), as well as to every purchase order (a “Purchase Order”) issued by Buyer to Seller, with respect to the sale by Seller to Buyer of products (the “Products”), as well as the use of such Products.
2. Buyer acknowledges and agrees that these Terms shall be incorporated into such Quotations, sale agreements and Purchase Orders for Products, as if recited at length therein, and shall apply to the use of Products, and that any terms or conditions that are not expressly set out herein shall not be binding upon Seller with respect to any such Quotations, Sale Agreements or Purchase Orders, or to the Products themselves. By accepting a Quotation for Products from Seller, or by issuing to Seller a Purchase Order for Products, or by entering into a Sale Agreement with Seller for Products, or by using Products, Buyer shall be deemed to have accepted to be bound by these Terms with respect thereto.
QUOTATIONS, PURCHASE ORDERS, CANCELLATIONS AND RETURNS
3. Unless otherwise indicated, all Quotations issued by Seller for the sale of Products shall remain open for acceptance by Buyer for a period of THIRTY (30) days following the date indicated on the Quotation. Acceptance of a Quotation shall be made to Seller in writing within such THIRTY- (30) day delay, failing which Seller shall not be bound by the contents thereof.
4. All Purchase Orders for Products issued by Buyer to Seller are subject to acceptance in writing by Seller. No Purchase Order issued by Buyer shall be deemed accepted unless Seller has communicated to Buyer a notice of acceptance in writing.
5. At any time prior to the shipment of Products, Buyer may cancel a Quotation, Purchase Order or Sale Agreement, unless otherwise indicated therein, by sending such request for cancellation in writing to Seller, subject however to any reasonable costs that Seller may have incurred in preparing the Products for sale and delivery following the acceptance of such Quotation, Purchase Order or the entering into of such Sale Agreement, which reasonable costs shall be borne by Buyer and the balance of the purchase price, if already paid by Buyer, shall be refunded. After a Product has been shipped, the order may not be cancelled and the Product may only be returned in conformity with the provisions of hereof.
6. Products that have been shipped and accepted (or deemed accepted pursuant to the provisions hereof) by Buyer may only be returned to Seller within THIRTY (30) days following Seller’s delivery of the Products to the freight carrier or "delivery of the Products to Buyer". All returns of Products must be made to Seller in writing and a “Return Merchandise Authorization” number issued for each such return. Returned Products shall be subject to a restocking fee equal to FIFTEEN PERCENT (15%) of the aggregate price (net of Taxes) of the Products being returned. All returned Products must be in their original condition, without any sign of wear or tear, complete with all packaging and accessories, failing which the amount of the credit to be issued to Buyer may be subject to further reduction. All returned Products must be sent to Seller with freight prepaid and have the “Return Merchandise Authorization” number issued by Seller clearly marked on the return package, failing which they will be refused and shipped back to Buyer at its own expense.
PAYMENT
7. All amounts owing under an accepted Quotation or Purchase Order, and any Sale Agreement entered into, must be paid in full by credit card, check or bank transfer prior to the shipment of Products, unless otherwise indicated in such Quotation, Purchase Order or Sale Agreement (for example, where milestones are provided for).
8. If any amount owing to Seller in connection with an accepted Quotation or Purchase Order, or any Sale Agreement entered into, is not paid when due, the unpaid balance thereof shall bear interest at a yearly rate of EIGHTEEN PERCENT (18%), or ONE- AND ONE-HALF PERCENT (1.5%) per month, until payment has been made in full. In the event that Buyer does not satisfy amounts owing when due, Seller shall have the right, among other remedies, either to terminate the Quotation, Purchase Order or Sale Agreement or to suspend further deliveries thereunder. Buyer shall be liable for all expenses attendant to the collection of past due amounts, including reasonable attorneys’ fees on a solicitor-client basis.
TITLE, DELIVERY AND INSPECTION
9. Notwithstanding anything to the contrary, title to the Products shall pass to Buyer only upon full payment of all amounts owing under a Quotation, Purchase Order or Sale Agreement.
10. All shipping dates are approximate and are based upon Seller’s prompt receipt of all necessary information from Buyer to properly process an order for Products. Seller shall make commercially reasonable efforts to ship the Products within the delay set out in a Quotation, a Purchase Order or a Sale Agreement, as applicable. Should Seller foresee a delay in the shipment of Products, it shall inform Buyer in writing with an estimate of the probable effect on the delivery date. In no event shall Buyer be entitled to any damages, losses, costs or expenses incurred resulting from a delay in shipment of Products, unless such delay is due to Seller’s gross negligence or willful misconduct. Should Buyer not accept, or arrange for the acceptance of delivery of Products in a timely manner, it shall be liable towards Seller for all resulting storage fees.
11. All deliveries of Products shall be made in accordance with FCA (Free Carrier) Incoterms (2020). The risk of loss shall transfer to Buyer upon delivery by Seller of the Products to the freight carrier at the shipping point.
12. Any damage to or error in the type or quantity of shipped Products must be notified in writing to Seller no later than THREE (3) days following receipt of a shipment by Buyer, failing which Buyer shall be deemed to have accepted the shipped Products as-is and the order to have been completely and correctly fulfilled, thereby waiving all claims against Seller with respect thereto (other than defects in the Products that a careful visual inspection could not have disclosed).
13. In the event of any shipping damage to the Products prior to their delivery to the freight carrier and for which Seller may be responsible, Buyer must maintain all shipped Products and packing materials in their original state until further instructions are received from Seller in writing, failing which Seller shall bear no liability with respect to any such damage.
14. Unless otherwise agreed in writing by Seller, all prices for Products quoted in a Quotation or a Purchase Order, or set out in a Sale Agreement, are exclusive of transportation and insurance costs.
TAXES AND DUTIES
15. Buyer shall pay all taxes (including, without limitation, any and all federal, provincial, state and local sales, use, excise, privilege or similar taxes, and any other government charges), levies, tariffs and duties of any kind (collectively, the “Taxes”) on the Products being sold, or Buyer shall provide Seller with a tax exemption certificate acceptable to the relevant taxing authorities. Buyer agrees to indemnify and hold Seller harmless for and against any liability for Taxes in connection with the sale and shipment of Products, as well as the collection or withholding of such Taxes, including penalties and interest thereon.
16. If the Products sold are exempt from Taxes, the applicable exemptions will be respected by Seller as long as such exemptions are maintained in force by the competent authorities. In the event of the cancellation of any exemption from Taxes with respect to any Product sold, Buyer’s obligation to pay all such Taxes shall apply immediately to the purchase of any such Product.
17. Unless otherwise agreed in writing by Seller, all prices for Products quoted in a Quotation or a Purchase Order, or set out in a Sale Agreement, are exclusive of Taxes.
NO RESALE OF PRODUCTS
18. Buyer may not resell to third parties any Products purchased from Seller unless a formal distribution or resale agreement has been entered into with Seller.
LIMITED WARRANTY
19. Subject to the terms hereof, Seller warrants that, under normal use and care, the Products will be free from defects in material and workmanship for a period of TWELVE (12) months commencing on the date of receipt thereof by Buyer. Seller shall incur no liability under the foregoing warranty unless (i) the defective Products are returned freight prepaid to Seller within FIFTEEN (15) days of the discovery of the alleged defect(s), and (ii) Seller’s tests disclose that the alleged defect(s) is/are due solely to defects in material or workmanship.
20. Notwithstanding the foregoing, this warranty shall not apply to any Products that were (i) used for a purpose other than for which they were designed, (ii) operated outside their environmental specifications or in any other way as to adversely affect their performance or reliability, (iii) subject to misuse, abuse, inadequate maintenance, neglect, improper handling or improper testing, (iv) altered in any manner, or (v) affected by any other cause not attributable to defects of material or workmanship that were affecting such Products at the time they were received by Buyer.
21. To the extent that Seller has relied upon any data or information supplied by Buyer to Seller in the selection or design of any Products, the preparation of a Quotation, the acceptance of a Purchase Order or the entering into of a Sale Agreement, and such data or information was or proves to be inadequate or inaccurate, any warranty or other provisions in favor of Buyer contained herein which is affected by such inadequacy or inaccuracy shall, to such extent, be null and void.
22. Buyer shall assume all costs associated with the dismantling, removal and reinstallation of defective Products, as well as the cost to have such defective Products shipped to Seller. Seller shall have the option, at its expense, to either repair or replace the defective Products, and such repaired or new Products shall then be shipped to Buyer at Seller’s expense. The provisions set out in paragraph 6 hereof shall apply to such shipments, mutatis mutandis. Products repaired and parts replaced by Seller during the warranty period shall remain under warranty for the remainder of the original warranty period, or NINETY (90) days, whichever is longer. All defective Products that are not returned to Buyer shall become Seller’s property.
23. This warranty is personal to Buyer only and is not transferrable or assignable to a third party.
24. To the extent permitted by applicable law, the warranty set out in this section is Seller’s sole and exclusive warranty with respect to Products sold to Buyer, and are in lieu of all other warranties, conditions, representations, undertakings or terms of any kind, express or implied, written or oral, arising by statute, operation of law, course of dealing, usage of trade or otherwise, including, without limitation, warranties or conditions of merchantability, merchantable quality, fitness for a particular purpose, satisfactory quality, title and/or lack of workmanlike effort. Seller does not warrant that the Products will be free of error, viruses, or that their operation will be uninterrupted or will accomplish any particular result. Should Seller be unable to disclaim such warranties, Seller hereby limits the duration and remedies of such warranties to the duration of the warranty set out herein and, at Seller’s option, the repair or replacement services provided in the warranty set out herein.
25. To the extent permitted by applicable law, Buyer acknowledges and agrees that third-party products (such as, without limitation, payloads, radios and other accessories) may constitute, contain, be contained in, incorporated into, attached to, or packaged together with the Products. Such third-party products are provided “as is” by Seller and are not covered by Seller’s warranty set forth in this section. For the avoidance of doubt, Seller makes no representations or warranties with respect to any third-party product, including any warranty of merchantability, fitness for a particular purpose, satisfactory quality, title and/or lack of workmanlike effort, or against infringement of intellectual property rights of a third-party, whether express or implied by law, course of dealing, usage of trade, or otherwise. Buyer shall be entitled to all warranties provided directly by the manufacturer of such third-party products to end users. Buyer shall pursue all claims related to third-party products with the applicable manufacturer and does hereby irrevocably release Seller from any such claims. Seller’s obligation shall be limited to facilitating, on a best-efforts basis, any warranty claim between Buyer and such third party.
INTELLECTUAL PROPERTY
26. All intellectual property rights, including, without limitation, all copyrights, patent rights, trade secrets and trademarks in and to the Products shall, at all times, remain the sole and exclusive property of Seller, and nothing herein shall be construed as granting Buyer any right of ownership therein. Buyer hereby disclaims any right or interest in Seller’s intellectual property rights in and to the Products, acknowledges that it shall have only the right to use the Products in accordance with their specifications and these Terms. Buyer shall not obscure, effect or permit the removal or alteration of any patent number, trade name or mark, copyright marking or other proprietary right marking, label, serial number, or the like affixed to any Product or Product package.
27. Seller shall at all times retain full title and ownership in and to all intellectual property rights associated with all software, firmware, programming routines, and documentation (collectively, the “Software”) that is supplied to Buyer for use with the Products.
28. Seller hereby grants Buyer a non-exclusive, non-transferable and royalty-free license to use the Software incorporated into or associated with the Products solely for the purpose of operating and managing the Products in accordance with their specifications and these Terms. Buyer is prohibited from selling the Software or sharing it with Seller’s competitors or any other third-party. Buyer is further prohibited from copying, modifying or otherwise altering the Software. Buyer hereby acknowledges that the Software may contain protected trade secrets, which Buyer shall not be permitted to disclose to third parties. Buyer shall not disassemble, decompile or reverse engineer the Software, nor permit any third party to do so. Seller reserves all rights in and to the Software not expressly granted to Buyer by this limited license.
29. Seller may periodically issue upgrades to the Software, which will be made available to Buyer subject to the terms of the license described herein. Unless otherwise agreed in writing, Seller reserves the right to charge for some or all of its Software-related upgrades.
30. Should any infringement of a third-party’s intellectual property rights arise as a result of Buyer’s use of the Products in a manner other than for which they were designed, or as a result of Buyer having modified the Products, Seller shall incur no liability whatsoever to Buyer and the latter shall indemnify and hold Seller harmless from and against all damages, losses and costs incurred with respect thereto, including reasonable attorneys’ fees on a solicitor-client basis.
LIMITATIONS OF LIABILITY
31. Seller shall not have no liability towards Buyer or to any third-party for any damages, losses or claims arising from or in connection with the use, misuse or malfunction of any products that have not been manufactured by Seller, including (without limitation) payloads, radios and other accessories, regardless of whether or not such products have been incorporated into Products that have been sold by Seller. Seller’s liability shall be limited solely to defects in Products that have been designed, manufactured and sold directly by Seller, and only to the extent expressly covered under Seller’s limited warranty as set out in these Terms.
32. Notwithstanding anything to the contrary, and to the extent permitted by applicable law, in no event and under no circumstances and under no legal theory, tort (including strict liability and negligence), extra-contractual liability, contract or otherwise, shall Seller or its affiliates and subsidiaries, including their respective employees, directors and officers, be liable to Buyer or to any third-party for any loss of use, revenue, business or profit, lost or damaged data, failure to realize expected savings, or other commercial or economic loss, or for any other indirect, incidental, special, punitive, exemplary or consequential damages whatsoever, even if advised of the possibility of such damages in advance or if such damages were foreseeable. This disclaimer shall apply even if the limited warranty set forth herein fails in its essential purpose.
33. The maximum aggregate liability of Seller and its affiliates and subsidiaries, including their respective employees, directors and officers, in any connection with these Terms, Quotations, Purchase Orders and Sale Agreements and/or Products, whether in tort (including strict liability and negligence), extra-contractual liability, contract or otherwise, shall not exceed the amount paid by Buyer for the specific Product that is the subject matter of or that is directly related to such claim.
34. Notwithstanding anything herein to the contrary, the foregoing limitations of liability shall not apply to Seller’s gross negligence or willful misconduct, nor to damages for bodily injury (including death).
INDEMNIFICATION
35. Buyer agrees to indemnify and hold Seller and its affiliates and subsidiaries, including their respective employees, agents, directors and officers, harmless from and against all liability, losses, damages, costs and expenses including, but not limited to, costs and expenses of litigation and reasonable attorneys’ fees on a solicitor-client basis, that Seller may incur and arising out of (i) Buyer’s non-compliance or breach of any of these Terms, (ii) Buyer’s use of the Products or the User Data generated thereby, (iii) any infringement or alleged infringement of any license, patent, copyright or any other intellectual property right caused by Buyer, notably (but without limitation) in connection with its use of the Products, (iv) the combination, operation or use of any Products with equipment, devices or software not supplied by Seller, (v) services offered or used by Buyer through the operation of the Products or revenue received by Buyer from its services, (vi) the alteration or modification of any Products, (vii) any personal injury (including death) and property damage connected with the use, handling, transportation, possession, processing, repackaging, further manufacture, installation or resale of the Products, whether the Products are used alone or in combination with any other material or equipment, and (viii) injury (including death) to any person or damage to any property occurring as a result of, or caused in whole or in part by, acts or omissions of Buyer or its agents, officers, directors, employees, any subcontractor or its employees, or any person, firm or corporation employed or engaged by Buyer. Buyer hereby waives and releases Seller from any rights of recovery, claims, actions or causes of action that Buyer may have against Seller with respect to any of the foregoing subparagraphs and for which Buyer has agreed to indemnify Seller. Buyer shall not be liable to Seller for loss, damage, costs or expenses which are the direct result of Seller’s gross negligence or willful misconduct.
36. Subject to the conditions herein, Seller will defend any action brought against Buyer to the extent that it is based on a claim that the Products or Software supplied by Seller infringe an existing Canadian or U.S. patent that had been issued on the date of acceptance of the applicable Purchase Order or Quotation, or the entering into of the Sale Agreement. Subject to the conditions herein, Seller will indemnify Buyer against the costs and damages finally awarded in any action arising directly out of a claim of infringement of such Canadian or U.S. patent, provided that (i) Seller shall be notified in writing by Buyer within TEN (10) days of receipt by Buyer of any notice of such claim, (ii) Seller shall have the exclusive control of the defence of any action and all negotiations for its settlement or compromise, and Buyer shall cooperate with Seller and take all required action to assist Seller in such defence, (iii) the claim relates directly to the use of the Products in a manner or for a purpose expressly specified by Seller, (iv) the claim does not arise from the alteration or modification of the Products or the use of the Products in combination with the products or services of any party other than Seller (unless Seller initially incorporated such third-party products into the Products), (v) the claim is not related to aspects of the Products that were made in accordance with materials, designs or specifications furnished or designated by Buyer, and (vi) Buyer shall not have made and shall not make any admissions in respect of such alleged infringement.
37. To the extent any Products or any part thereof become the subject of a claim for infringement by a third party, or the use of such Products or any part thereof is enjoined in any such infringement suit, Seller may, at its sole option and expense, defend the claim, procure for Buyer the right to continue using such Products, replace or modify such Products in order to render them non-infringing, and/or remove such Products and refund the price paid by Buyer (less a reasonable amount for depreciation) and the shipping costs associated therewith. This indemnity represents the entire liability of Seller with respect to any claim for infringement of any patent, copyright, trade secret, trademark, or other industrial or intellectual property right, and is granted to Buyer solely for its benefit and is not transferable to a third party.
CONFIDENTIALITY
38. Each of Seller and Buyer acknowledge that they may receive confidential and/or proprietary information relating to the other’s business, including (without limitation) designs, presentations, drawings, schematics, software and software tools, user interface designs, architecture, objects and documentation (both printed and electronic), technical information, design rules, physical descriptions or views, proprietary command architecture, proprietary scheme constructs, proprietary circuit behaviour information, circuit, logic elements, technical and marketing information, know-how and/or trade secrets, which are identified as confidential and/or proprietary at the time of disclosure or that a reasonable person would consider, from the nature of the information, as confidential and/or proprietary (the “Confidential Information”). Each of Seller and Buyer will only use such Confidential Information in the performance of these Terms and their respective obligations with respect to accepted Quotations and Purchase Orders, or Sale Agreements entered into. The receiving party shall treat the Confidential Information as confidential and as the property of the disclosing party, and use a degree of care not less than the degree of care it uses with respect to its own information of like nature, the whole to prevent unauthorized access, use or disclosure thereof, which in any event shall be no less than a reasonable degree of care. The receiving party will not disclose any Confidential Information to a third party, except to its own directors, officers, employees and contractors who have a need-to-know and who are bound by an obligation of confidentiality no less protective than that set out in this paragraph. As soon as practicable, the receiving party shall notify the disclosing party of any breach of this paragraph. Each of Seller and Buyer will use and maintain reasonable security measures (which measures shall be at least as protective as those used by the receiving party to protect its own confidential information) to protect the other’s Confidential Information. The receiving party shall not transmit, maintain, remanufacture or duplicate any part of the disclosing party’s Confidential Information except in accordance with these Terms. The receiving party shall be directly liable for the acts or omissions of its directors, officers, employees and contractors, as well as any third party to whom it discloses any Confidential Information, with respect to this confidentiality obligation. The receiving party agrees to segregate all such Confidential Information from the confidential information of others in order to prevent commingling.
39. The foregoing obligation of confidentiality does not apply to information that (i) is or becomes generally known or available through no fault of the receiving party, (ii) is known by the receiving party prior to the time of disclosure by the disclosing party and is not subject to restriction, as evidenced by the receiving party’s written records, (iii) was independently developed by the receiving party, as evidenced by the receiving party’s written records, (iv) is lawfully obtained from a third party, who has the right to make such disclosure without restriction, (v) is released for publication by the disclosing party in writing, or (vi) is required to be disclosed by law.
40. Buyer acknowledges that disclosure or use of Confidential Information contrary to these Terms will cause Seller irreparable harm for which damages may not be an adequate remedy, and further acknowledges that in addition to any other remedies that may be available to Seller at law, Seller may apply for injunctive relief, which shall be deemed reasonable.
USER DATA
41. Buyer shall have full ownership over all operational, diagnostic, imagery and sensor data (the “User Data”) that is produced or otherwise collected during the use of Products, and in particular of remotely piloted aircrafts. Nothing herein shall grant Buyer any right of ownership over the Software.
42. Subject to Buyer’s prior authorization, Seller shall be permitted to process, collect and retain User Data (including, without limitation, flight logs, telemetry logs, firmware status, error and diagnostic reports) for the sole purposes of providing technical support, maintenance and warranty services, improving system performance and safety, and analyzing product reliability and usage trends. Seller shall only retain User Data for as long as is necessary for such purposes, and shall, upon request thereof by Buyer, delete any user-identifiable User Data within a reasonable timeframe, unless retention of such User Data is required by law.
43. Seller shall not disclose or share any User Data to or with third parties without Buyer’s prior authorization, unless such disclosure is required by law or government order, or to fulfill technical support, maintenance or safety investigation. Any disclosure or sharing of User Data by Seller shall comply with all data protection laws, such as the Personal Information Protection and Electronic Documents Act (Canada) and the General Data Protection Regulation (EU), to the extent applicable.
44. Buyer shall be responsible for ensuring that the collection and use of User Data complies with all applicable privacy, data protection and airspace regulations, and that User Data does not infringe on third-party rights.
GENERAL
45. Entire Agreement. These Terms constitute the entire agreement between Seller and Buyer with, and contains all the agreements and conditions pertaining to, the subject matter set out herein. No conditions other than those set out herein shall be binding upon Seller unless accepted in writing. There are no understandings, agreements or representations, whether express or implied, between Seller and Buyer with respect to such subject matter that are not specified in these Terms. Any modification of these Terms must be set forth in a written instrument signed by Seller and Buyer, failing which such modification will not be valid or binding. These Terms shall take precedence over any of Buyer’s conditions, whether set out in a Purchaser Order or anywhere else. All conditions contained in any Quotation or notice of acceptance of a Purchase Order or Sale Agreement that are different from or in addition to these Terms are hereby disclaimed and shall not be binding on Seller, unless otherwise specifically indicated in writing therein.
46. Severability. Should any provision or part of any provision of these Terms be found to be illegal, invalid or unenforceable by a court of competent jurisdiction, such provision, or part thereof, shall be read down to the extent necessary to ensure that such provision, or part thereof, is not illegal, invalid or unenforceable, and if that is not possible, such provision, or part thereof, shall be deemed severed, and the remainder of these Terms shall remain in full force and effect.
47. Governing Law and Forum. Notwithstanding anything to the contrary, these Terms, all Quotations, Purchase Orders and Sale Agreements shall be governed by the laws of the Province of Quebec and the Canadian federal laws applicable therein. Seller and Buyer agree to elect domicile in the judicial district of Montreal, Province of Quebec, Canada for all matters pertaining to these Terms, all Quotations, Purchase Orders and Sale Agreements, and hereby confirm that the competent courts sitting therein shall alone have jurisdiction for the adjudication of any claim arising from the interpretation, application, performance, validity and/or effect of these Termes, all Quotations, Purchase Orders and Sale Agreements.
48. No Assignment. Buyer may not transfer or assign its rights under these Terms, an accepted Quotation or Purchase Order, or a Sale Agreement, without the prior written consent of Seller. A change in control of Buyer shall be deemed to be an assignment hereunder. Seller is entitled to assign, subcontract and/or transfer all or part of its rights and obligations under these Terms, an accepted Quotation or Purchase Order, or a Sale Agreement, to any third party.
49. Force Majeure. Neither Seller nor Buyer shall be liable to the other for the failure to perform its obligations under these Terms, a Quotation, Purchase Order or Sale Agreement (other than with respect to the payment of sums due for the purchase of Products) to the extent that performance of such obligations is delayed or prevented due to causes beyond their reasonable control, including, without limitation, acts of God, war, revolution, civil commotion, blockade or embargo, any law, order, regulation, ordinance or requirement of any government or its representative or legal body having jurisdiction, fires, floods, earthquakes, elements of nature, pandemics, explosions, power failures, terrorism, acts of public enemies, or labor unrest, such as strikes, slowdowns, picketing or boycotts, and other causes beyond their reasonable control.
50. Independent Parties. Seller is an independent contractor and the relationship between Buyer and Seller under these Termes, a Quotation, Purchase Order or Sale Agreement does not constitute, nor may it be construed as constituting, a fiduciary relationship, a joint venture, contract of agency, partnership or employment. Buyer shall not represent or allow itself to be represented as an employee or agent of Seller.
51. Waiver. Neither Seller nor Buyer will be deemed to have waived the exercise of any right that it holds under these Terms unless such waiver is made in writing. The failure or delay by either Seller or Buyer to exercise any of its rights, powers or remedies hereunder shall not constitute a waiver of such rights, powers or remedies. The single or partial exercise of a right, power or remedy shall not prevent its subsequent exercise or the exercise of any other right, power or remedy.
52. Survival. Any provisions of these Terms that by their nature should survive termination or expiration shall so survive, including (but without limitation) the provisions relating to confidentiality, intellectual property, limitations of liability, indemnification, and governing law.
53. Language. Seller and Buyer expressly acknowledge having required that these Terms and all related documents be drawn up in the English language. Le Vendeur et l’Acheteur ont expressément requis que les présentes Termes ainsi que tous les documents qui s’y rattachent soient rédigés en anglais.
ODAS SERVICES
TERMS AND CONDITIONS
APPLICABILITY
1. These terms and conditions (these “Terms”) shall apply to all On Demand Aerial Survey services (“ODAS Services”) provided by ARA Robotic Inc. (“Supplier”) to you (“Client”), as further detailed hereunder. By availing itself of any ODAS Services, Client
agrees to be bound by these Terms.
2. Client acknowledges and accepts that, unless otherwise indicated, these Terms shall be incorporated into any proposal issued by Supplier to Client (a “Proposal”), any purchase order issued by Client to Supplier (a “Purchase Order”), and any service agreement entered into by Supplier and Client (a “Service Agreement”) with respect to the provision of ODAS Services, the whole as if recited at length within such Proposal, Purchaser Order or Service Agreement.
ODAS SERVICES
3. The ODAS Services shall consist of drone surveillance of an operational site (the “Project Site”) belonging to Client, or upon which Client has a legally and publicly recognized right of use, and the collection of raw data from such Project Site – such as
(but not limited to) operational, diagnostic, imagery and sensor data, aerial photographs and georeferenced points (collectively, the “Raw Data”) – that shall be processed (the “Deliverables”) and stored online for Client’s reference and use. The list of Deliverables shall be agreed to between Supplier and Client prior to the provision of ODAS Services and included in the Proposal, Purchase Order or Service Agreement.
4. Supplier shall provide the ODAS Services in accordance with professional standards, using the degree of skill and care that would normally be employed by persons carrying out services similar to the ODAS Services, the whole in compliance with applicable law.
ODAS CLOUD PLATFORM
5. The Deliverables shall be uploaded and stored on a cloud platform (the “ODAS Cloud Platform”) maintained and managed by ALTEIA S.A.S. (“ALTEIA”). The ODAS Cloud Platform is a white label of ALTEIA with additional functionalities specifically dedicated
to Supplier’s clients. ALTEIA was acquired by GE Vernova in July 2025, and the latter may therefore at any time take over the management of the ODAS Cloud Platform or confide it another entity.
6. Supplier hereby grants Client a license to use the ODAS Cloud Platform for the purpose of accessing the Deliverables (the “ODAS Cloud License”). The ODAS Cloud License granted to Client shall be non-transferable, non-sublicensable, royalty-free and shall remain in effect for a term specified in the Proposal, Purchaser Order or Service Agreement, following which Client shall lose access to the ODAS Cloud Platform and all Deliverables and other data stored thereon on behalf of Client shall, subject to the provisions hereof and the ALTEIA Terms of Use (as defined below), be deleted therefrom. It is Client’s responsibility to download all Deliverables from the ODAS Cloud Platform during the term of the ODAS Cloud License.
7. All Raw Data shall be stored directly on Supplier’s servers. Client may be granted access thereto upon written request to Supplier.
8. Client is not permitted, without the prior written consent of Supplier, to assign, transfer or otherwise dispose of the ODAS Cloud License granted herein. Any attempt by Client to do so shall result in the immediate termination of the ODAS Cloud License and all
associated rights. This requirement shall apply in the eventuality of any change of control, merger or sale of all or substantially all of Client’s assets.
9. By accessing the ODAS Cloud Platform, Client agrees to comply with ALTEIA’s terms of use governing the ODAS Cloud Platform (the “ALTEIA Terms of Use”), which may be accessed at the following link: https://help.alteia.com/en_US/platform-
administration/alteias-terms-of-use-october-2021. As the ALTEIA Terms of Use may be amended from time to time (or supplanted following any change in management by GE Vernova), it is Client’s responsibility to ensure continued compliance therewith by itself and all of Client’s authorized users (an “Authorized User”) – including (without limitation) its employees, subcontractors and other authorized personnel – who access the ODAS Cloud Platform. Supplier shall notify Client of any material change to the ALTEIA Terms of Use.
10. Client may only use the ODAS Cloud Platform in accordance with these Terms and the ALTEIA Terms of Use. Client shall not modify, reverse-engineer, decompile, disassemble or create derivative works based on the ODAS Cloud Platform or any of its components. Client shall not use the ODAS Cloud Platform in any manner that may infringe upon the intellectual property rights of Supplier, ALTEIA, GE Vernova or any third party.
11. Client is responsible for all actions taken by an Authorized User in connection with its use of the ODAS Cloud Platform. Any breach of the ALTEIA Terms of Use by Client or by an Authorized User shall be construed as a breach of these Terms by Client. Client shall indemnify and hold Supplier harmless from and against any and all claims and damages arising from the misuse of the ODAS Cloud Platform by Client and its Authorized Users, or by any third party whom Client gave access thereof.
PROPOSALS, PURCHASE ORDERS, CANCELLATIONS AND RETURNS
12. Unless otherwise indicated, all Proposals issued by Supplier for the provision of ODAS Services shall remain open for acceptance by Client for a period of THIRTY (30) days following the date indicated therein. Acceptance of a Proposal shall be made to Supplier in writing within such THIRTY- (30) day delay, failing which Supplier shall not be bound by any undertakings therein.
13. All Purchase Orders for the provision of ODAS Services issued by Client to Supplier are subject to acceptance in writing by Supplier. No Purchase Order issued by Client shall be deemed accepted unless Supplier has communicated to Client a notice of acceptance in writing.
14. At any time prior to the commencement of the provision of ODAS Services, Client may cancel a Proposal, Purchase Order or Service Agreement, unless otherwise indicated therein, by sending such request for cancellation in writing to Supplier, subject however to any reasonable costs that Supplier may have incurred in preparing for the provision of the contemplated ODAS Services, which reasonable costs shall be borne by Client.
PAYMENT
15. All amounts owing to Supplier in consideration for the provision of ODAS Services, whether under an accepted Proposal or Purchase Order, a Service Agreement duly entered into, or otherwise, must be paid by credit card, check or bank transfer. Supplier’s invoices shall become payable FIFTEEN (15) days following the date the invoice is communicated to Client.
16. If any amount owing to Supplier in connection with the provision of ODAS Services is not paid when due, the unpaid balance thereof shall bear interest at an annual rate of EIGHTEEN PERCENT (18%), or ONE- AND ONE-HALF PERCENT (1.5%) per month, until payment has been made in full.
17. In the event that Client does not satisfy amounts owing when due, Supplier shall have the right, after notification of a TEN- (10) day written notice, to suspend the ODAS Services (including Client’s access to the ODAS Cloud Platform) until all arrears have been paid. Such suspension of ODAS Services shall not release Client of its payment obligations hereunder, and Client agrees that Supplier shall not be liable to either Client or to any third party for any liabilities, claims or expenses arising from, or in connection with, such suspension of ODAS Services.
18. Client shall be liable for all of Supplier’s expenses attendant to the collection of past due amounts, including reasonable attorneys’ fees on a solicitor-client basis.
TERM AND TERMINATION
19. The term governing Supplier and Client’s business relationship with respect to the provision of ODAS Services shall commence upon the acceptance of a Proposal or Purchase Order, or the entering into of a Sale Agreement, or failing the latter, upon the commencement of the provision of the ODAS Services, and remain in effect until the date at which such ODAS Services have been provided in full by Supplier (the “Term”), unless otherwise terminated in conformity with these Terms.
20. Notwithstanding the provisions of Section 19 hereof, either Supplier or Client may terminate the Term at any time if the other fails to comply with any of its obligations contemplated herein (or within an accepted Proposal, Purchase Order or Service
Agreement) and such failure is not remedied within FOURTEEN (14) days following receipt of a written notice to such effect.
21. To the extent permitted by applicable law, the Term shall terminate without notice should any of the following events occur: (i) if either Supplier to Client becomes insolvent, makes an assignment in bankruptcy, becomes bankrupt following the refusal of a
proposal, is declared bankrupt by a court of competent jurisdiction, or if either of their business or assets is or are placed in receivership, or if a receiver is appointed to administer or liquidate such business or assets, and such taking of possession, placement in receivership or appointment of a receiver is not rescinded within THIRTY (30) days from its date of occurrence; (ii) if, other than in the course of a corporate reorganization, either Supplier or Client winds up its business or sells all or substantially all of its assets, or is dissolved; (iii) if a creditor takes possession of all or substantially all of Supplier or Client’s assets.
22. Client may not terminate the Term for convenience and hereby expressly renounces to the provisions of article 2125 of the Civil Code of Quebec. Each of Supplier and Client acknowledges and accepts that they may only terminate their business relationship with respect to the provision of ODAS Services on the basis of a specific ground listed in these Terms.
INTELLECTUAL PROPERTY
23. Any and all standard operating procedures, quick reference handbooks, quality control standards, emergency procedures, radio frequency charts, concept of operations, reports and any other similar or related documents or intellectual property prepared by Supplier for its own use (including for its own use in connection with third parties), whether similar to, the same as, based on, or used as the base for the Deliverables produced by Supplier pursuant to these Terms, or used in the performance of the ODAS Services, shall remain the exclusive property of Supplier, who shall retain all right, title and use thereof at all times.
24. All intellectual property rights, including, without limitation, all copyrights, patents, trademarks, trade secrets, know-how, software, firmware, programming routines and documentation related to the ODAS Services and the ODAS Cloud Platform shall at all times remain the sole and exclusive property of Supplier or ALTEIA, as applicable, and nothing herein shall be construed as granting Client any right of ownership therein. Client hereby disclaims any right or interest in Supplier’s intellectual property rights in and to the ODAS Services and acknowledges that it shall have only the right to use the Deliverables in accordance with their specifications and these Terms.
25. Neither Supplier nor Client shall use, reproduce or imitate, for any purpose whatsoever, any of the other’s field or registered trademarks, including the other’s company name, associated logos and software names or logos, without the other’s prior written consent.
26. Should any infringement of a third-party’s intellectual property rights arise as a result of Client’s use of the Deliverables in a manner other than that for which they were created, or as a result of Client having modified the Deliverables, Supplier shall incur no liability whatsoever to Client and the latter shall indemnify and hold Supplier harmless from and against all damages, losses and costs incurred with respect thereto, including reasonable attorneys’ fees on a solicitor-client basis.
USER DATA AND RAW DATA
27. All Deliverables uploaded to the ODAS Cloud Platform by Supplier and any other data or content uploaded by Client or generated through the use of the ODAS Cloud Platform (collectively, “User Data”), along with all Raw Data, shall remain the exclusive property of Client, subject to these Terms and the ALTEIA Terms of Use, as applicable.
28. Supplier shall be permitted to process, collect and retain User Data and Raw Data for the sole purpose of providing the ODAS Services, improving system performance and safety, and analyzing usage trends. Supplier shall be permitted to retain indefinitely a copy of all User Data and Raw Data, unless and until Client provides a written request for its destruction.
29. Supplier shall not disclose or share any User Data or Raw Data to or with third parties without Client’s prior authorization, unless such disclosure is required by these Terms, applicable law or government order, or to fulfill technical support, maintenance or safety investigation. Any disclosure or sharing of User Data by Supplier shall comply with all data protection laws, such as the Personal Information Protection and Electronic Documents Act (Canada) and the General Data Protection Regulation (EU), to the extent applicable.
30. Client shall be responsible for ensuring that the collection by Supplier and use by Client of User Data and Raw Data complies with all applicable privacy, data protection and airspace regulations, and that neither User Data nor Raw Data infringe upon any third- party rights, whether or an intellectual property nature or otherwise.
INSURANCE
31. Throughout the Term, Supplier shall carry and maintain commercial general liability insurance coverage against errors and omissions, bodily injury, property damage (including the RPAS, manned aircraft and any vehicle required for the carrying out of the
ODAS Services), and contractual liability and workers’ compensation in respect of all persons engaged in the performance of the ODAS Services, the whole with a minimum coverage of TWO MILLION DOLLARS ($2,000,000) per occurrence. Supplier shall provide proof of such insurance at the commencement of the Term, and at any time thereafter upon request by Client.
PUBLICITY
32. No publicity, news release or public announcement that references Supplier’s mandate to provide ODAS Services at the Project Site, or that may contain any of the filed or registered trademarks of Supplier or Client, including their company names or logos or software names or logos, shall be made without the prior written approval of both Supplier and Client.
LIMITATIONS OF LIABILITY
33. Supplier shall not be liable for any damages, losses, expenses or claims of any nature arising from or in connection with the use by Client of any Raw Data or Deliverables, or of any other item or service prepared or provided by Supplier and made available to Client in connection with the ODAS Services, for any purpose other than that for which such Raw Data, Deliverables or other item or service were prepared and provided by Supplier to Client. Supplier shall furthermore have no liability with respect to the use of such Raw Data or Deliverables (or other item or service) by any person or entity other than Client or an Authorized User.
34. Notwithstanding anything to the contrary, and to the extent permitted by applicable law, in no event shall Supplier or its affiliates and subsidiaries, including their respective employees, directors and officers, be liable to Client, an Authorized User or to any third- party for any loss of use, revenue, business or profit, lost or damaged data, failure to realize expected savings, or other commercial or economic loss, or for any other indirect, incidental, special, punitive, exemplary or consequential damages whatsoever, even if advised of the possibility of such damages in advance, or if such damages were foreseeable.
35. The maximum aggregate liability of Supplier and its affiliates and subsidiaries, including their respective employees, directors and officers, in any connection with a claim relating to these Terms, any Proposal, Purchase Order, Service Agreement, any ODAS Services performed and/or Deliverables delivered, whether in tort (including strict liability and negligence), extra-contractual liability, contract or otherwise, shall not exceed the amount paid by Client to Supplier for the ODAS Services rendered and Deliverables delivered that is/are the subject matter of, or that is/are directly related to, such claim.
36. Notwithstanding anything herein to the contrary, the foregoing limitations of liability shall not apply to Supplier’s gross negligence or wilful misconduct.
INDEMNIFICATION
37. Client agrees to indemnify and hold Supplier and its affiliates and subsidiaries, including their respective employees, agents, directors and officers, harmless from and against all liability, losses, damages, costs and expenses, including, without limitation, costs and expenses of litigation and reasonable attorneys’ fees on a solicitor-client basis (collectively, “Losses”), that Supplier may incur and arising out of (i) Client’s non- compliance or breach of any of these Terms, a Proposal, Purchase Order, Service Agreement, or the ALTEIA Terms of Use, (ii) the use of any Raw Data or Deliverables or the ODAS Cloud Platform by Client or an Authorized User in a manner or for a purpose other than that for which they were provided, (iii) any infringement or alleged infringement of any license, patent, copyright or any other third party intellectual property right caused by Client or an Authorized User, notably (but without limitation) in connection with its use of any Raw Data, Deliverables or the ODAS Cloud Platform, (iv) any infringement or alleged infringement of any applicable law caused by Client or an Authorized User, notably (but without limitation) in connection with its use of any Raw Data, Deliverables or the ODAS Cloud Platform, (v) any false, inaccurate or misleading
representation made by Client or an Authorized User in connection with these Terms, the ODAS Services or the ODAS Cloud Platform, and/or (vi) any negligence, misconduct or willful default on the part of Client or an Authorized User. Client hereby waives and releases Supplier from any rights of recovery, claims, actions or causes of action that Client may have against Supplier with respect to any of the foregoing subparagraphs and for which Client has agreed to indemnify Supplier. Notwithstanding the foregoing, Client shall not be liable to Supplier for loss, damage, costs or expenses that are the direct result of Supplier’s gross negligence or willful misconduct.
38. Subject to the conditions herein, Supplier will defend any action brought against Client or to the extent that it is based on a claim that the Deliverables supplied by Supplier infringe an existing Canadian or U.S. patent that had been issued on the date of delivery to Client of such Deliverables. Subject to the conditions herein, Supplier will indemnify Client against the costs and damages finally awarded in any action arising directly out of a claim of infringement of such Canadian or U.S. patent, provided that (i) Supplier shall be notified in writing by Client within TEN (10) days of receipt by Client of any notice of such claim, (ii) Supplier shall have the exclusive control of the defence of any action and all negotiations for its settlement or compromise, and Client shall cooperate with Supplier and take all required action to assist Supplier in such defence, (iii) the claim relates directly to the use of the Deliverables in a manner or for a purpose expressly specified or permitted by Supplier, (iv) the claim does not arise from the alteration or modification of the Deliverables or the use of the Deliverables in combination with the products or services of any third party, (v) the claim is not related to aspects of the Deliverables that were prepared or conceived in accordance with specifications furnished by Client, and (vi) Client shall not have made and shall not make any admissions in respect of such
alleged infringement.
39. To the extent any Deliverables or any part thereof become the subject of a claim for infringement by a third party, or the use of such Deliverables or any part thereof is enjoined in any such infringement suit, and Supplier’s liability is engaged pursuant to these Terms, Supplier may, at its sole option and expense but subject to its obligations pursuant to Section 38 hereof, choose to defend the claim, procure for Client the right to continue using such Deliverables, replace or modify such Deliverables in order to render them non-infringing, and/or remove such Deliverables and refund Client an amount equal to their relative value. This indemnity represents the entire liability of Supplier with respect to any claim for infringement of any patent, copyright, trade secret, trademark, or other industrial or intellectual property right, and is granted to Client solely for its benefit and is not transferable to a third party.
CONFIDENTIALITY
40. Each of Supplier and Client acknowledge that they may receive confidential and/or proprietary information relating to the other of a business, proprietary, financial, legal and/or personal nature, including (without limitation) information relating to its business operations, business strategies and opportunities, suppliers, customers, employees, intellectual property, know-how and trade secrets, which is identified as confidential and/or proprietary at the time of disclosure or that a reasonable person would consider, from the nature of the information, as confidential and/or proprietary (the “Confidential Information”). Each of Supplier and Client will only use such Confidential Information in the performance of these Terms and the ODAS Services, and their respective obligations with respect to an accepted Proposal, Purchase Order or Service Agreement. Confidential Information shall remain the exclusive property of the disclosing party. The receiving party shall treat the Confidential Information as confidential and use a degree of care no less than the degree of care it uses with respect to its own information of like nature, the whole to prevent unauthorized access, use or disclosure thereof, which in any event shall be no less than a reasonable degree of care. The receiving party will not disclose any Confidential Information to a third party, except to its own directors, officers, employees, professionals and contractors who have a need-to-know and who are bound by an obligation of confidentiality no less protective than that set out in this paragraph. The receiving party shall be directly liable for the acts or omissions of its directors, officers,
employees, professionals and contractors, as well as any third party to whom it discloses any Confidential Information, with respect to this confidentiality undertaking. As soon as practicable, the receiving party shall notify the disclosing party of any breach of its obligations under this section, and of any unauthorized access to or use of Confidential Information, and assist the disclosing party (at the receiving party’s expense, if such unauthorized disclosure resulted from its breach) in any legal action associated therewith. Each of Supplier and Client will use and maintain reasonable security measures (which measures shall be at least as protective as those used by the receiving party to protect its own confidential information) to protect the other’s Confidential Information. The receiving party shall not transmit, maintain, remanufacture or duplicate any part of the disclosing party’s Confidential Information except in accordance with these Terms. The receiving party agrees to segregate all such Confidential Information from the confidential information of others in order to prevent commingling.
41. The foregoing obligation of confidentiality does not apply to information that (i) is or becomes generally known or available through no fault of the receiving party, (ii) is known by the receiving party prior to the time of disclosure by the disclosing party and is not subject to restriction, as evidenced by the receiving party’s written records, (iii) was independently developed by the receiving party, as evidenced by the receiving party’s written records, (iv) is lawfully obtained from a third party, who has the right to make such disclosure without restriction, (v) is released for publication by the disclosing party in writing, or (vi) is required to be disclosed by law.
42. The receiving party acknowledges that disclosure or use of Confidential Information contrary to these Terms will cause the disclosing party irreparable harm for which damages may not be an adequate remedy, and further acknowledges that in addition to any other remedies that may be available at law to the disclosing party, the latter may apply for injunctive relief, which shall be deemed reasonable.
43. At the end of the Term, the receiving party shall, upon request by the disclosing party, return any Confidential Information provided to it by the disclosing party, including, if applicable, any copies thereof, and destroy any remaining Confidential Information in its possession. Notwithstanding the foregoing, the receiving party may retain copies of Confidential Information in order to comply with these Terms and applicable law.
44. The confidentiality undertaking set out herein shall subsist for the duration of the Term and for a period of THREE (3) years thereafter.
GENERAL
45. Entire Agreement. These Terms constitute the entire agreement between Supplier and Client with respect to the subject matter set out herein. No conditions other than those set out herein shall be binding upon Supplier unless accepted in writing. There are no understandings, agreements or representations, whether express or implied, between Supplier and Client with respect to such subject matter that are not specified in these Terms. Any modification of these Terms must be set forth in a written instrument signed by Supplier and Client, failing which such modification will not be valid or binding. Notwithstanding the foregoing, in the eventuality of any contradiction between these Terms and any terms or conditions set out in an accepted Proposal, Purchase Order or Service Agreement, the terms or conditions of such accepted Proposal, Purchase Order or Service Agreement shall prevail.
46. Severability. Should any provision or part of any provision of these Terms be found to be illegal, invalid or unenforceable by a court of competent jurisdiction, such provision, or part thereof, shall be read down to the extent necessary to ensure that such provision, or part thereof, is not illegal, invalid or unenforceable, and if that is not possible, such provision, or part thereof, shall be deemed severed, and the remainder of these Terms shall remain in full force and effect.
47. Headings. The division of these Terms into articles, sections, subsections, paragraphs and sub-paragraphs, and the insertion of headings, are for convenience of reference only and shall not affect the construction or interpretation of these Terms.
48. Governing Law and Forum. Notwithstanding anything to the contrary, the provision of ODAS Services, these Terms, all Proposals, Purchase Orders and Service Agreements shall be governed by the laws of the Province of Quebec and the Canadian federal laws applicable therein. Supplier and Client agree to elect domicile in the judicial district of Montreal, Province of Quebec, Canada for all matters pertaining to the provision of ODAS Services, these Terms, all Proposals, Purchase Orders and Service Agreements, and hereby confirm that the competent courts sitting therein shall alone have jurisdiction for the adjudication of any claim arising from the interpretation, application, performance, validity and/or effect of the foregoing.
49. No Assignment. Client may not transfer or assign its rights under these Terms, an accepted Proposal or Purchase Order, or a Service Agreement, without the prior written consent of Supplier. A change in control of Client shall be deemed to be an assignment hereunder. Supplier is entitled to assign, subcontract and/or transfer all or part of its rights and obligations under these Terms, an accepted Proposal or Purchase Order, or a Service Agreement, to any third party.
50. Force Majeure. Neither Supplier nor Client shall be liable to the other for the failure to perform its obligations under these Terms, a Proposal, Purchase Order or Service Agreement (other than with respect to the payment of sums due to Supplier for the
provision of ODAS Services and related services) to the extent that performance of such obligations is delayed or prevented due to causes beyond their reasonable control, including, without limitation, acts of God, war, revolution, civil commotion, blockade or embargo, any law, order, regulation, ordinance or requirement of any government or its representative or legal body having jurisdiction, fires, floods, earthquakes, elements of nature, pandemics, explosions, power failures, terrorism, acts of public enemies, or labor unrest, such as strikes, slowdowns, picketing or boycotts, and other causes beyond their reasonable control.
51. Independent Parties. Supplier is an independent contractor and the relationship between Client and Supplier under these Termes, a Proposal, Purchase Order or Service Agreement does not constitute, nor may it be construed as constituting, a fiduciary relationship, a joint venture, contract of agency, partnership or employment. Client shall not represent or allow itself to be represented as an employee or agent of Supplier.
52. Waiver. Neither Supplier nor Client will be deemed to have waived the exercise of any right that it holds under these Terms unless such waiver is made in writing. The failure or delay by either Supplier or Client to exercise any of its rights, powers or remedies hereunder shall not constitute a waiver of such rights, powers or remedies. The single or partial exercise of a right, power or remedy shall not prevent its subsequent exercise or the exercise of any other right, power or remedy.
53. Enurement. The rights and obligations of Supplier and Client under these Terms shall enure to the benefit of, and be binding upon, each of Supplier and Client and their respective representatives, heirs, executors, successors and permitted assigns.
54. Survival. Any provisions of these Terms that by their nature should survive termination or expiration of the Term shall so survive, including (but without limitation) the provisions relating to confidentiality, intellectual property, limitations of liability,
indemnification, and governing law.