Airworker Service Agreement

Last modified Oct 27th, 2022

This contractor services agreement ("Agreement") is made and entered into by and between you (“You”) and Airwork Software Inc ("Airwork”), referenced each as a “Party” or together as the “Parties.” This Agreement is effective the date accepted by You, and by accepting this Agreement, You acknowledge You have taken time and sought any assistance needed to comprehend and consider the consequences of this important business decision. You further acknowledge that You have read, understood, and voluntarily agreed to all of the terms in this Agreement.

In consideration of the mutual promises in this Agreement, and for other good and valuable consideration, You and Airwork agree as follows:

1. Definitions
1.  “Account” means a profile created through the Application and used by an Airworker to access the Platform.
2.  “Application” means the mobile software application (iOS and/or Android) through which an Airworker accesses the Platform.
3.  “Partner” means a company using the Platform to request service providers to fill one-time and/or recurring local work opportunities.
4.  “Shift Request” means a request for Services posted on the Platform by a Partner.
5.  “Open Shift Request” means a Shift Request that has not been accepted by an Airworker.
6.  “Booked Shift” means a Shift Request that an Airworker has accepted and for which the Airworker has agreed to perform Services.
7.  “Platform” means the online and mobile platform developed and maintained by Airwork on which Partners connect with Airworkers.
8.  “Airworker” means a service provider operating an independent business, including You, who uses the Application to access the Platform in order to receive access to Partner Service Requests.
9.  “Services” means the work product and/or services provided by an Airworker to a Partner pursuant to a Booked Shift.

2. Purpose
1.  This Agreement governs the entire relationship between the Parties and establishes their respective rights and obligations arising out of this relationship, including Your access to the Platform and/or use of the Airwork Application, which facilitates your provision of Services to Partners in response to Shift Requests.
2.  The Parties intend this Agreement to create the relationship of independently contracting parties and not that of employer and employee, joint venture, partners, or principal and agent; neither Party shall have the right to bind the other in contract (or otherwise) except as specifically provided in this Agreement.
3.  Nothing in this Agreement requires You to accept any Open Shift Request, and nothing in this Agreement shall guarantee You any particular volume of Shift Requests for any particular time period.
4.  This Agreement expressly supersedes prior agreements with You. Airwork reserves the right to amend, modify, and/or supplement from time to time and without notice any terms in this Agreement, unless expressly stated otherwise in this Agreement.3. The Airwork Platform
1.  Airwork is in the business of developing, maintaining, and distributing the software and logistics necessary to provide and support the Application and Platform.
2.  Airwork acts as a referral source enabling Partners and Airworkers to connect with each other for Services; it does not provide workers (whether independent contractors or otherwise) to Partners or other third parties.
3.  As a condition to use the Application and access the Platform, You acknowledge and accept Airwork’s Terms Of Use and Privacy Policy, which are expressly incorporated herein by reference. Airwork reserves the right at any time and with or without notice to modify and/or supplement external documents and policies referenced and incorporated into this Agreement (or the location where such documents and policies may be found). Such modifications and/or supplements shall become effective upon posting, and your continued use of the Application or Platform shall constitute Your consent to any such modification and/or supplement. In the event of a conflict between any term of this Agreement and a term of an External Policy, the terms of this Agreement shall control.

4. Your Operations
1.  You represent that You operate an independently established business providing the Services contemplated by this Agreement and satisfy all legal requirements, including having any licenses and/or permits necessary to perform any Services under this Agreement. You further agree to inform Airwork immediately in writing if You are no longer operating an independent business to provide Services under this Agreement.
2.  Nothing in this Agreement shall be deemed to restrict your ability to be engaged in or employed by any other business, trade, profession or other activity while providing Services under this Agreement.
3.  You possess and maintain at your own expense all equipment, tools, training, and vehicles, including those pertaining to health, safety, inspection, and operational capability (collectively “Equipment”) necessary to lawfully provide Services under this Agreement, and you acknowledge that you are responsible for any and all costs and expenses you may incur under this Agreement. Except as otherwise required by law, You assume all risk of damage or loss to Your Equipment.
4.  You are not entitled to or eligible for any benefits that Airwork, its parents, subsidiaries, affiliates or other related entities may make available to its employees. Because You are an independent contractor, Airwork will not withhold or make payments for social security, make unemployment insurance or disability insurance contributions, or obtain workers’ compensation insurance on your behalf. If, notwithstanding the foregoing, You are reclassified as an employee of Airwork or any affiliate of Airwork (“Affiliate”) by the Canada Revenue Agency (“CRA”), the Ministry of Labour, Immigration, Training and Skills Development, or any other federal, state, local, or foreign court or agency, You agree that You will not, as the result of such reclassification, be entitled to or eligible for, on either a prospective or retrospective basis, any employee benefits under any plans or programs established or maintained by Airwork, its parents, subsidiaries, affiliates, or other related entities, or by any Partner for whom You provided Services under this Agreement.
5.  You must create and maintain an active Account to access the Platform and/or any features or functions made available therein. You agree to comply with all applicable laws when using the Application, and You may only use the Application for lawful purposes. You acknowledge and agree that You are solely responsible for all activity that occurs under Your Account.
6.  You are free to select the time(s) you wish to access the Platform, subject to the terms of this Agreement, and You are free to accept, reject, or ignore any particular Open Shift Request made available to You on the Platform and/or through the Application.
7.  You agree to perform any Services contracted pursuant to this Agreement in a timely, safe, and lawful manner, and the Parties acknowledge that Airwork has no right to and shall not direct or control the manner and means by which You provide Services pursuant to a Shift Request.
8.  You are not required at any time to wear and/or use any clothing and/or equipment provided by or bearing Airwork’s name or logo. Similarly, You are not required to purchase, lease, or rent any products, equipment, or services from Airwork.

5. Contact by Airwork & Others
1.  CONSENT TO RECEIVE COMMUNICATIONS: You expressly consent to be contacted by, and to receive and accept communications from Airwork and authorized partners, representatives, and/or affiliates (which may include Partners) via different communication methods, including but not limited to email(s), SMS/text message(s), push notification(s), and/or phone call(s) to contact information, including telephone number(s), You provide to Airwork. By consenting to being contacted, You understand and agree that You may receive communications—including artificial or pre-recorded messages and/or automated systems, such as automatic telephone dialing systems—sent by or on behalf of Airwork on various subjects, including but not limited to: (1) operational or transactional communications, such as those concerning Your user account, sign up progress to become an Airworker, use of the Platform and/or the Application; (2) communications relating to Shift Requests and/or Services, including incentive offers; (3) promotions, advertising, and/or marketing; (4) news concerning Airwork and industry developments that affect Your relationship with Airwork; and (5) Account verification communications. Message and data rates may apply. By consenting to be contacted, You represent that the telephone number(s) that You have provided to Airwork are Your contact numbers, that You are permitted to receive calls at such telephone number(s), and that You will promptly alert Airwork whenever you stop using or change a particular telephone number.
2.  MARKETING COMMUNICATIONS & OPT-OUT: You agree that Airwork, its partners, affiliates, or representatives may contact You (including for marketing and promotional purposes from Airwork or our third-party partners where permitted by law) by email, phone, push notifications, SMS/text message(s), or by other comparable means (including artificial or pre-recorded messages and/or automated systems, such as automatic telephone dialing systems) at the email address(es), phone(s), or phone number(s) You provide to Airwork. YOU CAN UNSUBSCRIBE FROM AIRWORK’S MARKETING EMAIL LIST BY FOLLOWING THE UNSUBSCRIBE OPTIONS IN THE MARKETING EMAIL ITSELF. PLEASE BE ADVISED THAT IF YOU OPT OUT OF MARKETING EMAILS, Airwork MAY STILL SEND YOU EMAILS ABOUT YOUR ACCOUNT OR ANY TRANSACTIONS BETWEEN THE PARTIES. FURTHER, IF YOU WISH TO OPT OUT OF MARKETING TEXT OR SMS MESSAGES, IN RESPONSE TO SUCH A MESSAGE YOU MAY REPLY “STOP” FROM THE MOBILE DEVICE RECEIVING THE MESSAGE. YOU ACKNOWLEDGE THAT YOU ARE NOT REQUIRED TO CONSENT TO RECEIVE MARKETING TEXTS OR CALLS AS A CONDITION OF PERFORMING SERVICES USING Airwork.

6. Services
1.  By creating an Account and accepting an Open Shift Request, You agree to use Your best efforts to provide Services that meet the requirements and specifications of the Partner as articulated in the Open Shift Request or otherwise.
2.  You understand and acknowledge that when You accept an Open Shift Request, the associated Shift Request will no longer be available for performance by other Airworkers who received notice of the Open Shift Request.
3.  By accepting an Open Shift Request, You agree to enter into a binding legal agreement to provide the Services for the payment specified in the Open Shift Request. You further agree that You will not accept an Open Shift Request unless certain that: (1) You understand the nature of the Services requested by the Partner; and (2) You can perform these Services at the time and in the location requested by the Partner.
4.  You agree that if You fail to timely provide the Services consistent with the Partner’s requirements and specifications (a “Service Failure”), Airwork reserves the right to recover any costs or fees incurred by Airwork related to Your action(s) and/or omission(s).

7.  Payment for Services
1.  Unless otherwise notified in writing by Airwork, You will receive payment in an amount consistent with the rate You accepted for a Booked Shift for all undisputed time recorded and submitted to Airwork as worked for that Booked Shift.
1.  You agree to provide Airwork with certain accurate and complete information, including identification and bank account/routing data (collectively “Banking Information”) to facilitate payment(s) to You. Airwork uses your Banking Information, in part, to process and facilitate payment for Booked Shifts completed in the previous calendar week (Monday through Sunday) no less frequently than on a daily basis. You are responsible for any applicable bank processing fees associated with such remittance, and You understand that You may incur and agree to pay transfer and/or transaction fees, as applicable, for such payments. Airwork reserves the right, at its sole discretion, to change the payment schedules at any time for any reason, and Your continued use of the Platform shall constitute Your consent to any change.
2.  You agree that Airwork may use one or more third-party payment services providers (“TPPSP”), to remit payment(s) to You for or related to Services provided under this Agreement, and You agree that payment services through such TPPSP are made subject to the applicable TPPSP’s Terms of Service and/or Privacy Policy. You authorize Airwork to share Your information with such TPPSP, including but not limited to Banking Information and other personal identifying information, that is reasonably necessary to effect payments under this Section. Similarly, You authorize such TPPSP to share with Airwork transaction information related to Your use of the TPPSP’s services.
2.  Nothing in this Agreement prevents You from negotiating a different rate of pay with a Partner. You are also free to contact Airwork regarding the payment schedule, and are free to accept, reject, or ignore any Shift Request as a means to earn different rates of pay.
3.  Partners and/or other third parties can pay You a gratuity in cash or via other payment method(s). Nothing in this Agreement shall prevent You from retaining 100% of any gratuity. Airwork acknowledges it has no right to interfere with the amount of gratuity given to You.
4.  In the event of a Service Failure, You agree that You may forfeit all or a portion of the payment as described in this Section (depending on the extent to which the Service Failure results from Your act or omission). Any reduction of payment shall be based upon proof provided by the Partner, You, and/or any other party with information relevant to the dispute. Airwork shall make the initial determination as to what percentage of fault You bear, and You shall have the right to challenge Airwork’s determination as described in the Mutual Arbitration Provision (Section 11), below.

8.  Taxes
1.  If You earn the minimum income established by the CRA, Airwork shall report all payments made to You on a calendar-year basis by issuing You an CRA Form T4A. You agree that Airwork may fulfill tax-related obligations, including providing tax documents by electronic transmission to the email address associated with Your Account.
2.  You agree that You are solely responsible for timely filing all tax returns and submitting all payments as required by the appropriate tax authorities.
3.  You shall comply at Your expense with all applicable provisions of workers’ compensation laws, unemployment compensation laws, Canada Labour Standards Regulation, the Canada Labour Code, the Ontario Employment Standards Act, federal, state, and local income tax laws, and all other applicable federal, state, and local laws, regulations and codes that govern your provision of Services under this Agreement. To the extent You engage any employees, independent contractors, helpers, assistants, or other workers (collectively “Subcontractors”), unless otherwise mandated by law, You assume full and sole responsibility for the payment of all amounts due or required to be withheld from such Subcontractor(s) for work performed under this Agreement, including but not limited to any wages, benefits, and expenses; state and federal income tax withholdings; unemployment insurance contributions; and/or social security taxes. You will ensure that Subcontractor(s) involved in the Services, if any, are bound in writing to the foregoing, and to all of Your obligations under any provision of this Agreement, for the benefit of Airwork and Partners.

9. Insurance
1.  You agree that during the Term of this Agreement, You shall maintain, at Your own expense, up-to-date insurance of the types, including but not limited to vehicle insurance and workers compensation insurance, in amounts equal to or greater than the minimum requirements as required by law in the jurisdiction in which You provide Services under this Agreement.
2.  In the event You are injured while providing Services under this Agreement, You acknowledge and understand that You will not be covered by any workers compensation insurance coverage (including Workplace Safety and Insurance Board coverage) that Airwork may provide to its employees.
3.  In the event Your actions cause an injury to a third party while You are providing Services under this Agreement, You acknowledge and understand that You will not be covered by any general liability or automobile liability insurance coverage that Airwork may have. You further acknowledge and understand that Airwork is not making any commitment to defend and/or indemnify You in such circumstances, and specifically denies such obligation.

10.  Indemnity
1.  You agree to indemnify, defend, and hold harmless Airwork, including all parent, subsidiary, and/or affiliated companies, as well at its and their past and present successors, assigns, officers, owners, directors, representatives, attorneys, employees, and agents (collectively “Indemnitees”) from: (i) any and all claims, demands, damages, lawsuits, losses, liabilities, and causes of action arising directly or indirectly from, as a result of, or in connection with the actions or omissions of You and/or any Subcontractor under this Agreement, including but not limited to personal injury to or death of any person (including You and/or any Subcontractor); (ii) any liability arising from Your failure to comply with the terms of this Agreement; (iii) any and all tax liabilities and responsibilities for payment of all federal, state, and/or local taxes, including but not limited to all payroll taxes, self-employment taxes, workers’ compensation premiums, and any contributions imposed or required under federal, state, and/or local laws, that are owed by You with respect to Your and/or any Subcontractors using the Airwork Platform to provide Services; and (iv) all costs associated with Your business, including but not limited to the expense and responsibility for any and all applicable insurance, local, state, and/or federal licenses, permits, taxes, and assessments of any and all regulatory agencies, boards, or municipalities, including assessments regarding the worker classification of You and/or Your Subcontractor(s), if any.
2.  You agree that Your obligations in this Section shall include the cost of defense, including attorneys’ fees, as well as the payment of any final judgment rendered against or settlement agreed upon by Airwork or any of the Indemnitees.
3.  You explicitly agree that, unless otherwise prohibited by law, Airwork may satisfy Your indemnity obligation (in whole or in part) by way of deduction from any payment due to You from Airwork. 

11. Limitation on Liability

12. Intellectual Property Rights
1.  You agree that Airwork shall own all right, title and interest (including all intellectual property rights of any sort throughout the world) relating to any and all inventions, works of authorship, designs, know-how, ideas and information made or conceived or reduced to practice, in whole or in part, by or for or on behalf of You during the term of this Agreement that relate to the subject matter of or arise out of or in connection with the Services or any Proprietary Information (as defined below) (collectively, "Inventions") and You will promptly disclose and provide all Inventions to Airwork. You hereby make all assignments necessary to accomplish the foregoing ownership, and you agree to assist Airwork, at Airwork’s expense, to further evidence, record and perfect such assignments, and to perfect, obtain, maintain, enforce and defend any rights assigned. You hereby irrevocably designate and appoint Airwork as Your agent and attorneys-in-fact, coupled with an interest, to act for and on Your behalf to execute and file any document and to do all other lawfully permitted acts to further the foregoing with the same legal force and effect as if executed by You and all other creators or owners of the applicable Invention.
2.  If any part of the Services or Inventions or information provided hereunder is based on, incorporates, or is an improvement or derivative of, or cannot be reasonably and fully made, used, reproduced, distributed and otherwise exploited without using or violating technology or intellectual property rights owned by or licensed to You (or any person involved in the Services) and not assigned hereunder, You hereby grant Airwork and its successors a perpetual, irrevocable, worldwide royalty-free, non-exclusive, sublicensable right and license to exploit and exercise all such technology and intellectual property rights in support of Airwork’s exercise or exploitation of the Services, Inventions, other work or information performed or provided hereunder, or any assigned rights (including any modifications, improvements and derivatives of any of them).
3.  To the extent allowed by law, any license granted Airwork hereunder includes all rights of paternity, integrity, disclosure and withdrawal and any other rights that may be known as or referred to as "moral rights," "artist’s rights," "droit moral," or the like (collectively "Moral Rights"). Furthermore, You agree that notwithstanding any rights of publicity, privacy or otherwise (whether or not statutory) anywhere in the world, and without any further compensation, Airwork may and is hereby authorized to (and to allow others to) use Your name in connection with promotion of its business, products or services. To the extent any of the foregoing is ineffective under applicable law, You hereby provide any and all ratifications and consents necessary to accomplish the purposes of the foregoing to the extent possible and agrees not to assert any Moral Rights with respect thereto. You will confirm any such ratifications and consents from time to time as requested by Airwork. If any other person is in any way involved in any Services, You will obtain the foregoing ratifications, consents and authorizations from such person for Airwork’s exclusive benefit.

13. Proprietary Information & Confidentiality
1.  You agree that all Inventions and all other business, technical and financial information (including, without limitation, the identity of and information relating to Partners or employees) developed, learned or obtained by or on behalf of You during the period that you provide the Services that relate to Airwork or Partners, or to the business or demonstrably anticipated business of Airwork or Partners, or in connection with the Services or that are received by or for Airwork or any Partner in confidence, constitute “Proprietary Information.” Proprietary information also includes information received in confidence by Airwork from its Partners, suppliers, or other third parties, but shall not include any information to the extent You can document: (a) is or becomes part of the public domain through no action or omission by You; or (b) was possessed by You without an obligation of confidentiality prior to its disclosure under this Agreement.
2.  You agree that You shall hold in confidence and not disclose or, except in performing the Services, use, or permit to be used, any Proprietary Information. Upon termination or as otherwise requested by Airwork, You will promptly provide to Airwork all items and copies containing or embodying Proprietary Information, except that You may keep Your personal copies of Your compensation records and this Agreement.
3.  You further agree that you have not brought and will not bring to Airwork or Partners, or use in the performance of the Services, any other party’s Proprietary Information or materials or documents of another party considered confidential unless You have first obtained written authorization from such party for the possession and use of such materials and have received Airwork’s prior written consent to use such materials.
4.  If You become legally compelled to disclose any Proprietary Information, other than pursuant to a confidentiality agreement, You will provide Airwork prompt written notice of such disclosure and will cooperate with Airwork should Airwork seek a protective order or another appropriate remedy. If Airwork waives Your compliance with this obligation or fails to obtain a protective order or other appropriate remedy, You will furnish only that portion of the Proprietary Information that is legally required to be disclosed; provided that any Proprietary Information so disclosed shall maintain its confidentiality protection for all purposes other than such legally compelled disclosure.
5.  You also recognize and agree that You have no expectation of privacy with respect to Airwork’s telecommunications, networking, or information processing systems (including, without limitation, stored computer files, email messages and voice messages), and that Your activity, and any files or messages, on or using any of those systems may be monitored at any time without notice.
6.  As additional protection for Proprietary Information, You agree that during the period over which You provide Services under this Agreement, You will not encourage or solicit any employee or contractor of Airwork to leave Airwork for any reason.

14. Warranties and Other Obligations
1.  You represent, warrant, and covenant that:
1.  You will perform and/or cause to be performed all Services under this Agreement in an Airworker and workmanlike manner;
2.  None of such Services nor any part of this Agreement is or will be inconsistent with any obligation You may have to others;
3.  All work under this Agreement shall be Your original work and none of the Services or Inventions nor any development, use, production, distribution or exploitation thereof will infringe, misappropriate or violate any intellectual property or other right of any person or entity (including, without limitation, You);
4.  You have the full right to provide Airwork with the assignments and rights provided for herein (and have written enforceable agreements with all persons necessary to give You the rights to do the foregoing and otherwise fully perform this Agreement);
5.  You shall comply with all applicable laws, Airwork safety rules, and the safety rules of Partners in the course of performing the Services; and
6.  If Your work requires a license, You have obtained that license and the license is in full force and effect.
2.  You represent, warrant, and covenant that there exist no actual or potential conflicts of interest concerning the Services to be performed under this Agreement, and that You will advise Airwork at such time as any activity of either Airwork or another business presents You with a conflict of interest or the appearance of a conflict of interest. You agree that in any such circumstance, You will take whatever action is requested by Airwork or Partners to resolve any conflict or appearance of conflict which it finds to exist.
3.  You further represent and warrant that You have full power and authority to enter into this Agreement and perform Your obligations hereunder.

15. Term and Termination
1.  This Agreement shall remain in full force and effect for a term of one (1) year (the “Term”) from the date it is accepted by You. At the end of each Term, this Agreement shall automatically renew for an additional Term of one (1) year. This Agreement may not be terminated early without penalty except as follows:
1.  On a date which the Parties have mutually agreed in writing (electronic communication sufficient);
2.  By either Party upon thirty (30) days written notice (electronic communication sufficient).
3.  If one Party has materially breached this Agreement, immediately upon written notice to the breaching Party (electronic communication sufficient), with such notice specifying the breaching conduct;
2.  A material breach of this Agreement includes but is not strictly limited to the following acts and/or occurrences:
3.  Failure by Airwork to remit payment to You for undisputed time worked on a Booked Shift within seven (7) days of completing the Booked Shift for which such payment is owed;
4.  Any act by a Party that causes the other Party to violate its obligations under any applicable federal, state, or local law;
5.  Failure by You to maintain current insurance coverage in the amounts and types specified in this Agreement or as required by law;
6.  Failure to pass any legally authorized background check;
7.  Failure by You to maintain all licenses (including business licenses), permits, authorizations, registrations, and/or other prerequisites to provide any Services under this Agreement and/or as required by law;
8.  Conduct by You, documented by a Partner, employee of Airwork, or any other third party, that a reasonable person as determined by Airwork in its sole discretion would constitute as conduct that is discriminatory, physically threatening, highly offensive, or harassing;
9.  Failure by You to reasonably cooperate with Airwork in the investigation of or respond to any claim (insurance, civil, or otherwise) arising out of or related to You and/or Your Subcontractor’s alleged or actual acts or omissions while using the Platform;
10.  Documented abuse, manipulation or fraud, as determined by Airwork in its sole discretion, of promotions, referral programs, or any other product offered by or through Airwork.
11.  Using or attempting to use more than one Account or an Account that was not created by You.
12.  Failure by You, as determined by Airwork in its sole discretion, to complete a Booked Shift in the manner specified by the Partner without waiver of the obligation as communicated by Airwork;
13.  Failure by You to provide Your Services under this Agreement in a manner consistent with Airwork’s effective operation of the Airwork Platform.
14.  Upon termination of this Agreement, Airwork shall pay You all unpaid and undisputed amounts due for Services completed prior to notice of such termination, and shall retain the full amount of any fee paid to Airwork by any Partner in connection with Your Booked Shifts. The portions of this Agreement intended to survive termination, including without limitation the Parties’ obligations regarding indemnity, mutual arbitration & dispute resolution, limitation on liability, assignment of invention, and proprietary information & confidentiality shall survive any termination or expiration.
15.  Notwithstanding the foregoing, You agree and accept that, in addition to the Parties’ rights set forth in Section 15.1, Airwork reserves the right to suspend Your Account and/or access to Shift Requests based on any acts and/or occurrences by You that Airwork determines, in its sole discretion, constitute a material breach of this Agreement.  

16. Miscellaneous
1.  Assignment. This Agreement and the Services contemplated hereunder are personal to You and You shall not have the right or ability to assign, transfer or subcontract any rights or obligations under this Agreement without the written consent of Airwork. Any attempt to do so shall be void. Airwork may fully assign and transfer this Agreement in whole or part.
2.  Notice. All notices under this Agreement shall be in writing and shall be deemed given when personally delivered, or three days after being sent by prepaid certified or registered mail to the address of the party to be noticed as set forth herein or to such other address as such party last provided to the other by written notice.
3.  Injunctive Relief. Any breach of Sections 12 (Intellectual Property Rights), 13 (Proprietary Information & Confidentiality), and/or 14 (Warranties and Other Obligations) or will cause irreparable harm to Airwork for which damages would not be an adequate remedy, and therefore, Airwork will be entitled to injunctive relief with respect thereto in addition to any other remedies. The failure of either party to enforce its rights under this Agreement at any time for any period shall not be construed as a waiver of such rights. No changes or modifications or waivers to this Agreement will be effective unless in writing and signed by both parties. In the event that any provision of this Agreement shall be determined to be illegal or unenforceable, that provision will be limited or eliminated to the minimum extent necessary so that this Agreement shall otherwise remain in full force and effect and enforceable.
4.  Governing Law. The choice of law for interpretation of this Agreement shall be governed by and construed in accordance with the laws of the Province of Ontario without regard to the conflicts of laws provisions thereof. Nothing in this Section, however, shall be construed to create new or additional substantive rights or obligations for the Parties, which otherwise would not be available or applicable to them in their respective place of residence or incorporation.
5.  Headings. Paragraph titles and headings are provided for reference only and do not affect the substantive provisions of this Agreement.
6.  Entire Agreement. This Agreement and the documents incorporated herein constitute the entire agreement between the Parties and supersede all previous agreements or representations, written or oral, with respect to the subject matter hereof. You represent and warrant that You are not relying on any statement or representation not contained in this Agreement. To the extent any terms set forth in any exhibit or schedule conflict with the terms set forth in this Agreement, the terms of this Agreement shall control unless otherwise expressly agreed by the Parties in such exhibit or schedule.