Terms & Conditions

Binding Agreement - This Agreement shall be binding upon the successors and permitted assigns of the parties. The parties hereto, for themselves and for their successors and permitted assigns, agree to execute any instrument in writing which may be necessary or proper to carry out the purposes and intent of this Agreement.

Currency - All amounts referred to herein or in other documents related to this Agreement shall be Canadian Dollars (CAD) unless otherwise designated.

Governing Law - This Agreement shall be governed by and construed in accordance with the laws of Ontario without giving effect to any choice or conflict of law provision or rule (whether of Ontario or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than Ontario. No action, regardless of form, arising out of this Agreement may be brought by either party more than two (2) years after the cause of action has occurred.

Severability - If any provision herein shall for any reason be held invalid, illegal, or unenforceable, the remaining provisions of this Agreement shall continue to be in effect and the invalid, illegal or unenforceable provision shall be replaced by a mutually acceptable provision which, being valid, legal, and enforceable, come closest to the intent of the parties underlying that provision.

Amendments - This Agreement may not be amended except by written instrument signed by the Parties. No waiver of any term or provision or any breach or default of any part of this Agreement will be valid unless in writing and signed by the Party against which such waiver is sought to be enforced, and no such waiver will be deemed a waiver of any other term or provision thereof, or of any subsequent breach thereof, or of any default there under of the same or similar nature.

This Agreement constitutes the entire agreement of the parties on the subject hereof. No ancillary provisions have been verbally agreed upon. This Agreement may not be amended or modified except in writing signed by each of the parties to the Agreement.

Each party hereto shall pay its own costs and expenses incident to the preparation, execution and consummation of this Agreement and the actions contemplated herein, including the costs of all their respective advisors and consultants.

This Agreement shall be governed exclusively by the laws of the province of Ontario. The undersigned confirm their authenticity as authorized signing officers, and hereby agree to the terms and conditions of this Agreement.