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Cloud Services Agreement

Last updated on: May 28, 2025
This Tee On Services Agreement (the “Agreement”) is made and entered into by and between TEE-ON GOLF SYSTEMS INC., a corporation incorporated under the laws of Canada, with registered offices located at 137 Glasgow Street, Unit 210, Kitchener, Ontario, N2G 4X8 (hereinafter referred to as “Tee On”) and you (the “Customer”) (each a “Party” and together the “Parties”).
WHEREAS Customer desires to purchase the Services (as defined in Section 1.8) from Tee On for use at Sites (as defined in Section 1.3);
NOW THEREFORE WITNESS that in consideration of the mutual covenants and conditions hereinafter set forth and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged by Customer and Tee On, Customer and Tee On hereby acknowledge, confirm, covenant, and agree as follows:
  1. Definitions. Capitalized terms used in this Agreement but not defined herein have the meanings set forth below.
    1. “Affiliate” means any entity that directly or indirectly controls, is controlled by, or is under common control with a party to this Agreement.
    2. “Customer Data” means any data, information, and other content transmitted by Customer via the Services to Tee On.
    3. “Customer Offering” means any product or service offered by Customer to a User and incorporating some or all of the Services, whether or not including anything other than the Services or a part thereof, at a site attended by Users (each a “Site” and together the “Sites”).
    4. “Documentation” means the online documentation and/or user instructions published by Tee On to Customer and/or for the Users on Tee On’s website https://www.tee-on.com as may be updated by Tee On from time to time.
    5. “Feedback” means all suggestions, comments, opinions, code, input, ideas, reports, information, know-how or other feedback provided by the Users to Customer and by the Users or Customer to Tee On (whether in oral, electronic, or written form) in connection with the Users’ or Customer’s use of the Services.
    6. “Portal” means the one or more account management interfaces, portals, and related application programming interfaces (APIs) provided by Tee On to Customer and/or to the Users to facilitate the management of the Services.
    7. “Portal API” means the portion of the Portal that constitutes an API and that facilitates the integration of the Portal with the Wearables as such API may be made available by Tee On under this Agreement.
    8. “Services” means the golf management software and payment technology and related software provided by Tee On as described in any Service Order Form appended hereto.
    9. “Third-Party Content” means information, data, technology, or materials made available to User by any third party that Customer licenses and adds to the Services or directs Tee On to install in connection with the Services. Third-Party Content includes but is not limited to third-party extensions, web-based or offline software applications, data service, or content that is provided by third parties.
    10. “User” or “Users” means any entity, business, or individual purchasing or otherwise using any Customer Offering.
    11. “User Content” means any data, information, and other content transmitted by User via the Services to Customer or Tee On.
  2. Service Order Forms; Portal; Hardware; Events.
    1. Service Order Forms. Customer may purchase specific Services from Tee On by entering into one or more mutually agreed upon service order forms that set forth the specific Services being procured by Customer under this Agreement, the term when each such Service is to be provided by Tee On (the “Service Term”), and the related payment terms for such Service (each such service order form being a “Service Order Form”). Customer and Tee On acknowledge and agree that each Service Order Form will be governed by and incorporated by reference into the terms of this Agreement.
    2. Portal; Portal API. Tee On hereby grants permission to Customer and to such Users as Customer may from time to time designate, during the term of this Agreement, to use the Portal and the Portal API. Tee On hereby grants to Customer a non-exclusive, non-transferable, non-sublicensable, revocable, limited licence during the term of this Agreement to install, use, and make calls to and from the Portal API solely for the purpose of facilitating Customer’s use of the Portal (and its tools and functionalities) directly from Customer’s internal systems.
    3. Portal Accounts. In connection with certain applicable Services, Tee On will provide the Customer with accounts, as Customer directs from time to time, for Customer and Users to access and use the Portal (the “Portal Accounts”). Customer must maintain security over its Portal Accounts. Customer assumes liability for any use of its Portal Accounts by individuals obtaining access credentials from Customer or from any User.
    4. Reselling. Except as expressly permitted in this Agreement, Customer may not sell, resell, offer, lease, give, or otherwise provide any or all of the Services or portions thereof to any, each, or all of the Users.
  3. Fees.
    1. Fees. Customer will pay Tee On the fees for Services pursuant to each Service Order Form. All payments are due and payable either within 30 days of the date of purchase of the Services or such other period, if any, stated in a Service Order Form. Fees payable hereunder are in exchange for the provision of Services by Tee On and are not a royalty or licence fee.
    2. Taxes. Tee On may charge, and Customer will pay, all applicable federal, provincial, or local sales or use taxes, value added taxes (“VAT”), goods and services taxes (“GST”), and consumption taxes that Tee On is legally obligated to charge (all such taxes together being the “Taxes”). All fees charged by Tee On are exclusive of any Taxes however imposed, e.g., VAT, GST, or consumption taxes, unless such Taxes are stated on the payment terms of a Service Order Form provided to Customer. Customer may provide Tee On with an exemption certificate or equivalent information acceptable to the relevant taxing authority. In such case, Tee On will not charge or collect the Taxes covered by such exemption certificate. During the term of this Agreement, Tee On will provide Customer with forms, documents, or certifications as may be required for Customer to satisfy information reporting or withholding tax obligations with respect to payments under this Agreement. Upon Tee On’s receipt of Customer’s proof of withholding (acceptance of which proof may not be unreasonably withheld), Customer may deduct or withhold any Taxes that Customer determines it is obligated to withhold from any amounts payable to Tee On under this Agreement.
  4. Intellectual Property Rights; Restrictions.
    1. Tee On Intellectual Property Rights. Tee On and its applicable licensors retain, and Customer will not obtain or claim, any title, interest, or ownership rights in any of the Services or any techniques and ideas embedded therein; all updates, improvements, enhancements, modifications, copies, or derivative works of such Services provided by Tee On, regardless of who produced, requested, or suggested the updates, improvements, enhancements, modifications, copies, or derivative works; all Documentation and marketing material provided by Tee On to Customer; and all of Tee On’s copyrights, patent rights, trade secret rights, trademarks, and other intellectual property and proprietary rights.
    2. Restrictions. Customer will not: (i) attempt to interfere with, or disrupt the operations of, the Services or attempt to gain access to any systems or networks that connect thereto, except as required to access and use the Portal (including the Portal API) as permitted hereunder; (ii) re-engineer, reverse engineer, decompile or disassemble any portion of the Services; (iii) use, copy, modify, or create derivative works of the Services for any purpose other than as expressly permitted herein or inconsistent with the uses contemplated in any Documentation; (iv) replicate, frame or mirror the Services; (v) introduce into the Services any computer virus, malware, software lock, or other such harmful program or data which destroys, erases, damages, or otherwise disrupts the normal operation of the Services or allows for unauthorized access to the Services (“Malicious Code”); (vi) access, or allow another party to access or use, the Services for any benchmarking purposes or to develop or improve a product or service that competes with Tee On; (vii) impersonate or misrepresent Customer’s affiliation with any entity; (viii) scan a Tee On IP address (including through automated means) without obtaining Tee On’s prior written consent; or (ix) encourage or authorize a User or a third party to do any of the foregoing. Tee On may terminate this Agreement or restrict Customer’s access to the Services if Tee On reasonably believes that Customer is using the Services to post or make accessible any material that infringes Tee On’s or any third party’s rights or is in breach of this Agreement. Customer will not use any marketing material or Documentation that refers to Tee On or its products or services without receiving written prior approval from Tee On.
    3. Feedback. If Customer provides Tee On with any Feedback related to the Services, Tee On, in its sole discretion, may or may not respond to Feedback or address any Feedback in the development of future features or functionalities of the Services. In the event Tee On uses Feedback in any way, Customer hereby grants Tee On an unrestricted, perpetual, worldwide, exclusive, transferable, irrevocable, sublicensable, royalty-free, fully paid-up license to use, copy, modify, create derivative works of, make, have made, distribute (through multiple tiers of distribution), publicly perform or display, import, export, sell, offer to sell, rent, or license copies of the Feedback as part of or in connection with any Tee On product, service (including the Services), technology, content, material, specification, or Documentation.
    4. Trademark Usage. Customer agrees that Tee On may use Customer’s name and trademarks to perform its obligations under this Agreement. Neither Party may register or claim any right in the other Party’s trademarks.
    5. Customer Data. Customer hereby grants to Tee On and its Affiliates a worldwide, royalty-free, sublicensable right and licence, to host, copy, transmit, and display Customer Data as necessary for Tee On and its Affiliates to provide the Services in accordance with this Agreement. Customer hereby grants to Tee On and its Affiliates a worldwide, royalty-free, sublicensable right and licence to perform analytics on the Customer Data and to retain and make use of the Customer Data in an anonymized or aggregated manner.
    6. User Content. Each User retains all right, title, and interest in and to its User Content. Customer will be permitted, only for the term of this Agreement, to host, copy, transmit and display User Content as necessary for Tee On and its Affiliates to provide the Service in accordance with this Agreement.
  5. Additional Terms Applicable to the Services.
    1. Third-Party Services. Tee On may make third-party services and websites (“Third-Party Services”), including any separately downloadable or accessible add-on, plug-in, module, command, function, playbook, content, suite or application that extends the features or functionality of the applicable Service, available for download or access as a convenience to Customer or to such Users as Customer may from time to time designate. Tee On makes no promises or guarantees related to any Third-Party Service and will not be liable for any such Third-Party Service. Nothing in this Agreement will be deemed to be a representation or warranty by Tee On with respect to any Third-Party Service. Tee On may, in its reasonable discretion, block or disable access to any Third-Party Service at any time without notice or liability. Customer’s or Users’ use of a Third-Party Service is at their own respective risk and may be subject to additional terms and conditions applicable to that Third-Party Service (such as licence terms of the providers of such Third-Party Service).
    2. Third-Party Content. The Services may contain features or functions that enable interoperation with Third-Party Content that Customer, in its sole discretion, chooses to use in connection with a Service. Customer may be required to obtain access to such Third-Party Content from the respective providers, and Customer may be required to grant Tee On access to Customer’s account or to Users’ accounts with such providers to the extent necessary for Tee On to allow the interoperation with the Services. By requesting or allowing Tee On to enable access to such Third-Party Content in connection with the Services, Customer represents and warrants that it is authorized under the provider’s terms to allow such access. If Customer installs or enables (or directs or otherwise authorizes Tee On to install or enable) Third-Party Content for use with the Services where the interoperation includes access by the third-party provider of Customer Data, User Content, or Customer’s or Users’ Confidential Information, Customer hereby authorizes Tee On to allow the provider of such Third-Party Content to access Customer Data, User Content, or Customer’s or Users’ Confidential Information as necessary for interoperation. Customer agrees that Tee On is not responsible or liable for disclosure, modification, or deletion of Customer Data or User Content resulting from access to Customer Data or User Content by such Third-Party Content, nor is Tee On liable for any damages or downtime that Customer or Users may incur or any impact on Customer’s or Users’ experience of the Services, directly or indirectly, as a result of Customer’s or Users’ use of or reliance on any Third-Party Content, sites or resources.
    3. Flow-Through Provisions. Customer agrees that Stripe, Inc.’s terms and conditions regarding providing its services (the “Stripe Services”) to Customer via Tee On (the “Stripe Payment Terms”), available athttps://stripe.com/en-ca/legal/ssa, shall apply fully to Customer as though Customer had signed the Stripe Payment Terms. Customer expressly agrees that Customer and not Tee On shall be liable for Customer’s compliance or failure to comply with the Stripe Payment Terms. Customer expressly agrees that Customer’s only remedy for any failure of the Stripe Services shall be with Stripe, Inc. and that Tee On shall have no liability for such failure.
  6. Confidentiality.
    1. Confidential Information Defined. “Confidential Information” includes the following items disclosed from the disclosing Party to the recipient Party: (a) any document or other written or recorded information marked “confidential” at the time of disclosure; (b) any information orally designated as “confidential” at the time of disclosure; (c) any software or code pertaining to the Services, including but not limited to source code, object code, and executable code, and the Documentation, whether or not marked or designated “confidential” at the time of disclosure; and (d) any other non-public, sensitive information that the recipient Party should reasonably consider a trade secret or otherwise confidential, whether or not marked or designated as “confidential”. Notwithstanding the foregoing, Confidential Information does not include information that: (i) is in the recipient Party’s possession at the time of disclosure by the disclosing Party; (ii) is independently developed by the recipient Party without use of or reference to the Confidential Information provided by the disclosing Party; (iii) becomes known publicly, before or after disclosure to the recipient Party by the disclosing Party, other than as a result of the recipient Party’s improper action or inaction; or (iv) is approved for release in writing by the disclosing Party.
    2. Nondisclosure. The Customer shall not use Confidential Information received from Tee On for any purpose other than the use of the Services as contemplated in this Agreement. The Customer: (a) shall not disclose Confidential Information received from Tee On to any employee or contractor thereof unless such person needs access in order to facilitate the legitimate business operations of the Customer and executes a nondisclosure agreement with the Customer with terms no less restrictive than those of this Section 6; and (b) shall not disclose Confidential Information received from Tee On to any other third party without Tee On’s prior written consent. Without limiting the generality of the foregoing, the Customer shall protect Confidential Information received from Tee On with the same degree of care used to protect the Customer’s own confidential information of similar nature and importance, but in any event with no less than reasonable care. The Customer shall promptly notify Tee On of any misuse or misappropriation of Confidential Information received from Tee On that comes to the Customer’s attention. Notwithstanding the foregoing, the Customer may disclose Confidential Information received from Tee On as required by applicable law or by proper legal or governmental authority. To the extent permissible by law, the Customer shall give Tee On prompt notice of any such legal or governmental requirement or demand and reasonably cooperate with Tee On in any effort to seek a protective order or otherwise to contest such required disclosure.
    3. Injunction. The Customer agrees: (a) that no adequate remedy exists at law if the Customer breaches any of its obligations in this Section 6; (b) that it would be impossible to determine the damages resulting from the Customer’s breach of this Section 6 and that such breach would cause irreparable injury to Tee On; and (c) that a grant of injunctive relief provides a suitable remedy for any such breach or threatened breach, without any requirement that Tee On prove actual damages or post a bond or other security. The Customer waives any opposition to such injunctive relief or any right to such bond or other security or proof.
    4. Termination and Return. With respect to each item of Confidential Information disclosed by Tee On under this Section 6, the obligations of Section 6.2 (Nondisclosure) will terminate five (5) years after the date of disclosure, except that such obligations related to Confidential Information constituting Tee On’s trade secrets will continue so long as such information remains subject to trade secret protection pursuant to applicable law. Upon termination of this Agreement, the Customer shall return all copies of Confidential Information received from Tee On to Tee On and certify, in writing, the destruction of copies thereof.
    5. Retention of Rights. This Agreement does not transfer ownership of Confidential Information. Tee On will retain all right, title, and interest in and to all its own Confidential Information including, without limitation, any Confidential Information that could be the subject of patent, copyright, industrial design, trademark, trade secret, or other forms of protection, and such forms of protection and applications for same.
  7. Term and Termination.
    1. Term. This Agreement is effective upon the Effective Date and will remain in effect until terminated in accordance with this Agreement.
    2. Early Termination. Tee On Party may terminate this Agreement immediately if the Customer: (i) materially breaches this Agreement (including any Service Order Forms referenced herein); (ii) engages in illegal or fraudulent activity in connection with this Agreement; (iii) engages in an activity that could otherwise materially harm Tee On’s business in connection with this Agreement or condones such an activity by a User; (iv) has a receiver, trustee, or liquidator appointed over substantially all of its assets; (v) has an involuntary bankruptcy proceeding filed against it that is not dismissed within 30 days of filing; or (vi) files a voluntary petition of bankruptcy or reorganization.
    3. Termination. Either Party may terminate this Agreement upon 90 days’ written notice to the other Party.
    4. Restrictions on Further Use. Upon expiration or termination of the Agreement: (i) except as otherwise specified, all other rights and licences granted herein terminate; (ii) the Customer will immediately discontinue all representations or statements that could imply that a relationship exists between Tee On and Customer; (iii) the Customer will continue to comply with the confidentiality requirements in this Agreement; and (iv) Customer will, within 30 days of the date of termination, pay to Tee On any fees, or part thereof, still owed as of the date of termination.
    5. Survival. Any Sections herein or Service Order Forms that specifically state that they survive termination of this Agreement, will survive expiration or termination of this Agreement until the applicable Services provided by Tee On expire according to such Sections or Service Order Forms, respectively. In addition, the obligations and representations of the parties under Section 4.1, Section 4.3, Section 4.6, Section 6 (Confidentiality), Section 7 (Termination), Section 8 (Disclaimers of Warranties, Limitation of Liability, and Indemnification), and Section 9 (Miscellaneous) survive expiration or termination of this Agreement. Customer’s obligation to pay all amounts owed by Customer to Tee On survives termination of this Agreement.
  8. Disclaimer of Warranties, Limitation of Liability, and Indemnification.
    1. Warranties.
      2. (i)
      Each Party hereto represents and warrants that (a) such Party is duly organized and in good standing under the laws of its jurisdiction of organization and in each other jurisdiction where such organization or good standing is required for the performance of this Agreement; (b) such Party’s entry into and performance under this Agreement has been duly approved by all necessary corporate action and does not violate any constituent instrument of such Party; and (c) such Party’s entry into and performance under this Agreement does not violate any law or regulation, judicial or executive order, or contractual commitment by which such party is bound.
      (ii)
      Customer represents and warrants: (a) that Customer is solely responsible for its Customer Data, including without limitation, the security of such Customer’s Data as it applies to Customer’s control of access to such Customer Data via the Services; (b) that Customer has the necessary rights and licences, consents, permissions, waivers and releases to use its Customer Data and the User Content and make same available hereunder; (c) that the Customer Data (1) does not violate, misappropriate, or infringe any rights of Tee On or any third party, (2) does not constitute defamation, invasion of privacy or publicity, or otherwise violate any rights of any third party, and (3) is not designed for use in any illegal activity or does not promote illegal activities, including, without limitation, in a manner that might be illegal or harmful to any person or entity; or (d) does not include, distribute, share, or facilitate the distribution of Malicious Code.
    2. DISCLAIMERS. OTHER THAN AS PROVIDED IN SECTION 8.1, THE SERVICES, AND ANY RELATED SOFTWARE (INCLUDING THE PORTAL) ARE PROVIDED “AS IS” AND “AS AVAILABLE” AND TO THE MAXIMUM EXTENT PERMITTED BY LAW, TEE ON DISCLAIMS ALL EXPRESS AND IMPLIED WARRANTIES, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. TEE ON DOES NOT WARRANT THAT ANY SERVICE OR PRODUCT WILL MEET CUSTOMER’S EXPECTATIONS OR THAT ACCESS TO THE SERVICES WILL BE TIMELY OR ERROR-FREE. Tee On has no obligation to correct defects or failures that arise from (i) misuse, modification or damage of the Services, (ii) causes external to the Services, such as problems with the network or other infrastructure with which the Services are used, or (iii) Customer’s or any User’s breach of any provision of this Agreement.
    3. Limitation of Liability. This Agreement does not limit a Party’s liability for: (i) death or personal injury resulting from the negligence of a Party; (ii) gross negligence or willful misconduct, or (iii) fraud or fraudulent statements made by a Party to the other Party in connection with this Agreement. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW AND NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY OR LIMITATION OF LIABILITY: (A) TEE ON AND ITS AFFILIATES, SUBSIDIARIES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, CONTRACTORS, PARTNERS AND LICENSORS (THE “TEE ON ENTITIES”) WILL NOT BE LIABLE FOR ANY SPECIAL, INDIRECT, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES (INCLUDING ANY DAMAGES ARISING FROM LOSS OF USE, LOSS OF DATA, LOST PROFITS, BUSINESS INTERRUPTION, OR COSTS OF PROCURING SUBSTITUTE SOFTWARE OR SERVICES) ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE SUBJECT MATTER HEREOF; AND (B) TEE ON ENTITIES’ TOTAL CUMULATIVE LIABILITY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE SUBJECT MATTER HEREOF WILL NOT EXCEED THE AMOUNTS PAID BY CUSTOMER TO TEE ON IN THE TWELVE MONTHS PRIOR TO THE EVENT GIVING RISE TO SUCH LIABILITY, REGARDLESS OF WHETHER SUCH LIABILITY ARISES FROM CONTRACT, INDEMNIFICATION, WARRANTY, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE, AND REGARDLESS OF WHETHER TEE ON HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGE. NO CLAIM, REGARDLESS OF FORM, WHICH IN ANY WAY ARISES OUT OF THIS AGREEMENT, MAY BE MADE OR BROUGHT BY CUSTOMER OR CUSTOMER’S REPRESENTATIVES MORE THAN ONE (1) YEAR AFTER THE BASIS FOR THE CLAIM BECOMES KNOWN TO CUSTOMER.
    4. Injunctive Relief. Customer acknowledges that its breach of this Agreement may result in irreparable harm to Tee On that cannot adequately be redressed by damages. Accordingly, in addition to any other legal remedies which may be available, Tee On may seek and obtain an injunctive order against a breach or threatened breach of this Agreement by Customer without a need to post a bond or similar action.
  9. Miscellaneous.
    1. Force Majeure. Tee On is not liable for any failure or delay in performing its obligations under this Agreement to the extent that the circumstances causing such failure or delay are beyond Tee On’s reasonable control. Customer acknowledges that the Services (including the Portal) are subject to the operation and telecommunication infrastructures of the Internet and the operation of Customer’s Internet connection services.
    2. Entire Agreement. This Agreement, along with all documents referred to herein, including any applicable Service Order Form, constitutes the entire agreement between the Parties with respect to the subject matter, superseding all other prior agreements that might exist. All Tee On products and services, including the Services, are provided only upon the terms and conditions of this Agreement and any applicable Service Order Form, and this Agreement prevails over any conflicting, additional, or different terms and conditions proposed by Customer. Except as otherwise allowed herein, neither Party may amend this Agreement unless the amendment is in writing and signed by the Parties. Any terms in a Service Order Form that conflict with the terms of this Agreement or materially alter the rights or obligations of the Parties are expressly rejected and will be of no effect unless the Service Order Form expressly states that it will take precedence.
    3. Waiver. A Party’s failure to enforce or delay in enforcing a provision of this Agreement does not waive the Party’s right to enforce the same provision later or the Party’s right to enforce any other provision of this Agreement. A waiver is only effective if in writing and signed by both Parties.
    4. Assignment. Customer may not assign or delegate any of its rights or obligations under this Agreement without the prior written consent of Tee On. Any purported assignment or delegation in violation of this Agreement is null and void.
    5. Relationship; Business Customer. Tee On and Customer are independent contractors and not agents or employees of each other. Neither Party has the power to bind or obligate the other or to make any statements, representations, warranties, or commitments on behalf of the other Party. Each Party is responsible for its own expenses and employees. All persons employed by a Party will be employees of such Party and not of the other Party and all costs and obligations incurred by reason of any such employment will be for the account and expense of such Party.
    6. Notices. Save for routine operational matters, which do not materially affect the terms and conditions of this Agreement, all notices, documents, or other communications required or permitted by the Agreement to be given to Tee On (each a “Notice” and together the “Notices”) shall be in writing and sufficiently given if delivered personally or by courier or if sent by prepaid registered or certified mail (return receipt requested) or if transmitted by facsimile or email. Tee On may provide Notice to Customer via email, website, in product or by mail or express delivery service. Notices delivered personally or by courier shall be deemed to have been received on the date of delivery. Notices delivered by pre-paid registered or certified mail shall be deemed to have been received on the third Business Day after mailing. Notices delivered by facsimile shall be deemed to have been received on the next Business Day after transmission. Notices delivered by electronic mail shall be deemed to have been received on the day the email was sent (with return receipt).
    7. Governing Law. This Agreement shall be governed by and interpreted in accordance with the laws of the Province of Ontario and the laws of Canada applicable therein (without regard to the conflicts of laws principles applicable therein).
    8. Jurisdiction. The Parties hereby irrevocably attorn to the jurisdiction of the courts of Ontario.
    9. Severability. The invalidity or unenforceability of any provision of this Agreement, as determined by a court or administrative body of competent jurisdiction, will not affect the validity or enforceability of the remainder of this Agreement, and the provision affected will be construed so as to be enforceable to the maximum extent permissible by law.
    10. Rights of Third Parties. No third parties have any rights or remedies under this Agreement.
    11. Interpretation. The definitive version of this Agreement is written in English. If this Agreement is translated into another language and there is a conflict between the English version and the translated version, the English language version controls.