These Xover Terms of Service (the “Agreement”) are an agreement between the person visiting, browsing, accessing, downloading, installing or otherwise using (the terms “use” and “using” will refer to any of the foregoing) the Xover Services (such person, the “Customer”) and Xover Technologies Inc. (“Xover”, Xover and Customer, the “Parties” and each, a “Party”), and is entered into the earlier of: (a) the date Customer first uses any part of the Xover Services; and (b) the date Customer agrees to be bound by this Agreement (the “Effective Date”).

BY USING THE XOVER SERVICES, CUSTOMER ACKNOWLEDGES THAT CUSTOMER HAS READ, ACCEPTS AND AGREES TO BE BOUND BY AND COMPLY WITH THE TERMS AND CONDITIONS SET OUT IN THIS AGREEMENT, AS AMENDED FROM TIME TO TIME IN ACCORDANCE WITH SECTION 12(l). IF CUSTOMER DOES NOT ACCEPT AND AGREE TO BE BOUND BY THIS AGREEMENT, CUSTOMER WILL IMMEDIATELY CEASE ANY FURTHER USE OF THE XOVER SERVICES. CUSTOMER REPRESENTS AND WARRANTS TO SERVICE PROVIDER THAT CUSTOMER HAS THE CAPACITY TO ENTER INTO THIS LEGALLY BINDING AGREEMENT. IF CUSTOMER IS USING THE XOVER SERVICES ON BEHALF OF ANOTHER PERSON, CUSTOMER HEREBY REPRESENTS AND WARRANTS TO SERVICE PROVIDER THAT CUSTOMER HAS THE AUTHORITY TO BIND SUCH PERSON TO THIS AGREEMENT.

1. Definitions

(a) “Xover Merchant Portal” means the online portal through which Customer may use the Xover SaaS Services.

(b) “Xover Mobile App” and “Xover Marketplaces” means the mobile application and web application made available for use with devices used by Permitted Users, through which Permitted Users may access the Xover SaaS Services.

(c) “Xover Mobile App and Xover Marketplaces End User” means a Permitted User who accesses the Xover SaaS Services through the Xover Mobile App and Xover Marketplaces.

(d) “Xover SaaS Services” means services through which Xover hosts and makes available the Xover solution for increasing customer engagement through user-to-user gift cards, promotional merchant-to-user gift cards, loyalty rewards programs, graphic advertising, e-commerce, promotional campaigns, social media sharing, reporting, email and push messaging, marketplaces and other such features, all as modified by Xover from time to time. The term “Xover SaaS Services” includes the Xover Software, the Website, and Technical Support Services, but does not include Professional Services.

(e) “Xover Services” means the Xover SaaS Services and the Professional Services, collectively, and any part thereof.

(f) “Xover Software” means the Xover Merchant Portal, Xover Mobile App and Xover Marketplaces and any updates to the Xover Merchant Portal or Xover Mobile App or Xover Marketplaces provided as part of the Xover SaaS Services.

(g) “App Submissions Guidelines” means Xover’s instructions with respect to the information and specifications required from Customer to allow Xover to build the Xover Mobile App and publish it on the Apple App Store and Google Play Store, as updated by Xover from time to time.

(h) “Apple App Store” means the website whereby Apple Inc. makes mobile applications for their Apple iPhone mobile devices generally available to the public.

(i) “Customer Data” means any data, information, content, records, and files that Customer (or any of its Permitted Users) loads, receives through, transmits to or enters into the Xover SaaS Services, except for Personal Information.

(j) “Fees” has the meaning set out in Section 7.

(k) “Google Play Store” means the website whereby Google Inc. makes mobile applications for the Android mobile device operating system generally available to the public.

(l) “Licensed Third Party Technology” means third party technology that is licensed under separate license terms and not under this Agreement.

(m) “Modifications” means modifications, improvements, customizations, updates, enhancements, aggregations, compilations, derivative works, translations and adaptations, and “Modify” has a corresponding meaning.

(n) “Order Form” means an order form for use of the Xover Services that references this Agreement once executed by both Parties.

(o) “Permitted User” means those employees, independent contractors, and customers authorized by Customer on Customer’s behalf in accordance with Section 5 to access and use the Xover SaaS Services in accordance with this Agreement.

(p) “Personal Information” means information about an identifiable individual.

(q) “Professional Services” means the consulting, Xover Mobile App development, Xover Marketplaces development and other professional services set out on an Order Form. The term “Professional Services” does not include Xover SaaS Services.

(r) “Technical Support Services” means the support services described in Section 6.

(s) “Term” has the meaning set out in Section 11(a).

(t) “Website” means any website used by Xover to provide any part of the Xover Services, including the websites located at http:// xovertechnologies.com/.

2. Xover SaaS Services

(a) Provisioning of the Xover SaaS Services. Subject to Customer’s compliance with the terms and conditions of this Agreement, Xover will make the Xover SaaS Services available to Customer on the terms and conditions set out in this Agreement. Customer is responsible for identifying and authenticating all Permitted Users and for Permitted Users’ compliance with this Agreement.

(b) Customer’s License. Subject to the terms and conditions of this Agreement, Xover grants Customer a nonexclusive, non-transferable, non-assignable, world-wide, limited right during the Term to access and use the Xover SaaS Services solely for Customer’s internal business operations. Customer may allow its Permitted Users to access and use the Xover SaaS Services for this purpose.

(c) Restrictions on Use. Customer must not itself, and will not permit others to:

(i) sub-license, sell, rent, lend, lease or distribute the Xover SaaS Services or any intellectual property rights therein or otherwise make the Xover SaaS Services available to others;

(ii) use the Xover SaaS Services to permit timesharing, service bureau use or commercially exploit the Xover SaaS Services except to the extent expressly permitted in this Agreement;

(iii) use or access the Xover SaaS Services in violation of any applicable law or intellectual property right, in a manner that threatens the security or functionality of the Xover SaaS Services, or for any purpose or in any manner not expressly permitted in this Agreement;

(iv) use the Xover SaaS Services to create, collect, transmit, store, use or process any Customer Data:

(A) that contains any computer viruses, worms, malicious code, or any software intended to damage or alter a computer system or data;

(B) that Customer does not have the lawful right to create, collect, transmit, store, use or process; or

(C) that violates any applicable laws, or infringes, violates or otherwise misappropriates the intellectual property or other rights of any third party (including any moral right, privacy right, or right of publicity);

(v) Modify the Xover SaaS Services;

(vi) reverse engineer, de-compile or disassemble the Xover SaaS Services;

(vii) remove or obscure any proprietary notices or labels on the Xover SaaS Services, including brand, copyright, trademark and patent or patent pending notices;

(viii) access or use the Xover SaaS Services for the purpose of building a similar or competitive product or service; or

(ix) perform any vulnerability, penetration or similar testing of the Xover SaaS Services, other than as consented to by Xover in writing.

(d) Suspension of Access; Scheduled Downtime; Modifications. Xover may, at its discretion:

(i) suspend Customer’s access to or use of the Xover SaaS Services or any component thereof:

(A) for scheduled maintenance;

(B) if Customer or any Permitted User violates any provisions of this Agreement; or

(C) to address any emergency security concerns; and

(ii) Modify the Xover SaaS Services.

Customer is required to accept all patches, bug fixes and updates made by or on behalf of Xover to the Xover SaaS Services.

(e) Licensed Third Party Technology. The Xover SaaS Services may contain or require the use of Licensed Third Party Technology. Customer will accept and comply with the license terms applicable to Licensed Third Party Technology. Except for Licensed Third Party Technology identified in an Order Form, Customer is responsible for separately obtaining or licensing such technology.

3. Ownership; Reservation of Rights

(a) Customer retains all ownership and intellectual property rights in and to Customer Data. Customer grants to Xover a nonexclusive, worldwide, royalty-free, irrevocable, fully paid-up right to use, process and transmit Customer Data to provide the Xover Services, including the right to use Customer’s name, logo, and other intellectual property provided by Customer to Xover : (i) (in accordance with the App Submissions Guidelines) in order to register the Xover Mobile App, as customized for Customer, on the Apple App Store and Google Play Store for distribution to Xover Mobile App End Users; (ii) for the purpose of marketing the Xover Services; and (iii) for Xover’s other internal business purposes. Xover may collect and analyze data and other information relating to the provision, use and performance of the Xover Services and related systems and technologies (including, without limitation, information concerning Customer Data and data derived therefrom), and during and after the Term of this Agreement, Xover may: (i) use such data and information to improve and enhance the Xover Services and for other development, diagnostic and corrective purposes in connection with the Xover Services and other Xover offerings; and (ii) disclose such data solely in aggregated or other de-identified form in connection with its business.

(b) Xover or its licensors retain all ownership and intellectual property rights in and to: (i) the Xover Services; (ii) anything developed or delivered by or on behalf of Xover under this Agreement; and (iii) any Modifications to the foregoing (i) and (ii).

(c) All rights not expressly granted by Xover to Customer under this Agreement are reserved.

4. Privacy

Customer agrees (on Customer’s behalf and on behalf of each Permitted User) to Xover’s access, use, collection, storage and disclosure of Customer’s and each Permitted User’s Personal Information for the purposes authorized under this Agreement. Customer understands that Personal Information, including the Personal Information of Permitted Users, will be treated by Xover in accordance with Xover’s privacy policy located at http://www.xovertechnologies.com/privacy-policy (the “Privacy Policy”). Customer agrees to comply with the Privacy Policy (as though Customer was Xover and the collector of the Personal Information) and all applicable privacy laws with respect to any Personal Information it may receive arising from this Agreement or the use of the Xover Services.

5. Customer User Account

Upon Customer’s request, Xover will issue an account (a “Customer User Account”) to Customer for use by Permitted Users. Customer will require that Permitted Users only use the Xover Software or Xover SaaS Services through the Customer User Account. Customer will not allow any Permitted User to share the Customer User Account with any other person. Customer will promptly notify Customer of any actual or suspected unauthorized use of the Xover Software or Xover SaaS Services. Xover reserves the right to suspend, deactivate, or replace the Customer User Account if it determines that the Customer User Account may have been used for an unauthorized purpose. Permitted Users may access the Xover SaaS Services through the Xover Mobile App and Xover Marketplaces and Customer acknowledges that Permitted Users may be required to agree with additional terms related to the download, installation, and use of the Xover Mobile App and Xover Marketplaces.

6. Support

Customer will generally have access to Xover’s technical support via email at tech@xovertechnologies.com.

7. Fees and Payment

(a) Fees. Customer will pay to Xover the fees described in any Order Form (the “Fees”). If Customer’s use of the Xover SaaS Services exceeds the service capacity set forth on an Order Form or otherwise requires the payment of additional fees (pursuant to the terms of this Agreement), Customer will be billed for such usage and Customer will pay the additional fees in accordance with this Agreement. Unless otherwise noted on an Order Form, all Fees are identified in Canadian dollars and are payable in advance.

(b) Changes to the Fees. Xover reserves the right to change the Fees and institute new charges on each anniversary of the Effective Date upon providing not less than 60 days prior notice to Customer.

(c) Invoicing. Xover will prepare and send to the Customer, at the then-current contact information on file with Xover, an invoice for any Fees that have become due and payable. Unless otherwise expressly stipulated in an invoice, Customer will pay all invoiced amounts within 14 calendar days of the invoice date.

(d) Disputed Invoices or Charges. If Customer believes Xover has charged or invoiced Customer incorrectly, Customer must contact Xover no later than 14 days after having been charged by Xover or receiving such invoice in which the error or problem appeared in order to request an adjustment or credit. In the event of a dispute, Customer will pay any disputed amounts in accordance with the payment terms herein, and the Parties will discuss the disputed amounts in good faith in order to resolve the dispute.

(e) Late Payment. Customer may not withhold or setoff any amounts due under this Agreement. Xover reserves the right to suspend Customer’s access to the Xover SaaS Services and any delivery of Professional Services until all due amounts are paid in full. Any late payment will be increased by the costs of collection (if any) and will incur interest at the rate of one and a half percent (1.5%) compounded monthly (19.56% annually), or the maximum legal rate (if less), plus all expenses of collection, until fully paid.

(f) Taxes. The Fees set out in this Agreement do not include applicable sales, use, gross receipts, value-added, GST or HST, personal property or other taxes. Customer will be responsible for and pay all applicable taxes, duties, tariffs, assessments, export and import fees or similar charges (including interest and penalties imposed thereon) on the transactions contemplated in connection with this Agreement, other than taxes based on the net income or profits of Xover.

(g) Suspension. Any suspension of the Xover Services by Xover pursuant to the terms of this Agreement will not excuse Customer from its obligation to make payments under this Agreement.

8. Confidential Information

(a) Definitions. For the purposes of this Agreement, a Party receiving Confidential Information (as defined below) will be the “Recipient”, the Party disclosing such information will be the “Discloser” and “Confidential Information” means information marked or otherwise identified in writing by a Party as proprietary or confidential, or information that, under the circumstances surrounding the disclosure, the Recipient should recognize as being confidential; provided that Discloser’s Confidential Information does not include, except with respect to Personal Information: (i) information already known or independently developed by Recipient without access to Discloser’s Confidential Information; (ii) information that is publicly available through no wrongful act of Recipient; or (iii) information received by Recipient from a third party who was free to disclose it without confidentiality obligations.

(b) Confidentiality Covenants. Recipient hereby agrees that during the Term and at all times thereafter it will not: (i) disclose Confidential Information of the Discloser to any person, except to its own personnel or affiliates having a “need to know” and that have entered into written agreements no less protective of such Confidential Information than this Agreement, and to such other recipients as the Discloser may approve in writing; (ii) use Confidential Information of the Discloser except to exercise its license rights or perform its obligations under this Agreement; or (iii) alter or remove from any Confidential Information of the Discloser any proprietary legend. Each Party will take reasonable precautions to safeguard the other Party’s Confidential Information. Those precautions will be at least as great as the precautions that the Recipient takes to protect its own Confidential Information of a similar type.

(c) Exceptions to Confidentiality. Notwithstanding Section 8(b), Recipient may disclose Discloser’s Confidential Information: (i) to the extent that such disclosure is required by applicable law or by the order of a court or similar judicial or administrative body, provided that, except to the extent prohibited by law, the Recipient promptly notifies the Discloser in writing of such required disclosure and cooperates with the Discloser to seek an appropriate protective order; (ii) to its legal counsel and other professional advisors if and to the extent such persons need to know such Confidential Information in order to provide applicable professional advisory services in connection with the Party’s business; or (iii) in the case of Xover , to potential assignees, acquirers or successors of Xover if and to the extent such persons need to know such Confidential Information in connection with a potential sale, merger, amalgamation or other corporate transaction involving the business or assets of Xover.

9. Warranty; Disclaimer; Indemnity

(a) Xover Warranty. Xover will use reasonable efforts consistent with prevailing industry standards to maintain the Xover SaaS Services in a manner which minimizes errors and interruptions in the Xover SaaS Services and shall perform the Professional Services in a professional manner.

(b) GENERAL DISCLAIMER. XOVER DOES NOT WARRANT THAT THE XOVER SERVICES WILL BE UNINTERRUPTED OR ERROR FREE OR THAT ALL ERRORS CAN OR WILL BE CORRECTED; NOR DOES IT MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE XOVER SERVICES. EXCEPT AS SPECIFICALLY PROVIDED IN THIS AGREEMENT, THE XOVER SERVICES (OR ANY PART THEREOF), AND ANY OTHER PRODUCTS AND SERVICES PROVIDED BY XOVER TO CUSTOMER ARE PROVIDED “AS IS” AND “AS AVAILABLE”.

TO THE EXTENT PERMITTED BY APPLICABLE LAW, XOVER HEREBY DISCLAIMS ALL EXPRESS, IMPLIED, COLLATERAL OR STATUTORY WARRANTIES, REPRESENTATIONS AND CONDITIONS, WHETHER WRITTEN OR ORAL, INCLUDING ANY IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, MERCHANTABLE QUALITY, COMPATIBILITY, TITLE, NON-INFRINGEMENT, SECURITY, RELIABILITY, COMPLETENESS, QUIET ENJOYMENT, ACCURACY, QUALITY, INTEGRATION OR FITNESS FOR A PARTICULAR PURPOSE OR USE, OR ANY WARRANTIES OR CONDITIONS ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE. WITHOUT LIMITING THE GENERALITY OF ANY OF THE FOREGOING, XOVER EXPRESSLY DISCLAIMS ANY REPRESENTATION, CONDITION OR WARRANTY THAT ANY DATA OR INFORMATION PROVIDED TO CUSTOMER IN CONNECTION WITH CUSTOMER’S USE OF THE XOVER SERVICES (OR ANY PART THEREOF) IS ACCURATE, OR CAN OR SHOULD BE RELIED UPON BY CUSTOMER FOR ANY PURPOSE WHATSOEVER.

(c) Unredeemed Credits. Customer will be solely responsible and liable for any unredeemed gift card or other balances or amounts or credits owed to the Xover Mobile App and Xover Marketplaces End Users at any time during this Agreement or after the termination of this Agreement and Customer will defend, indemnify, and hold harmless Xover in relation to such unredeemed balances or amounts or credits owed to the Xover Mobile App and Xover Marketplaces End Users.

(d) Indemnity. Customer will defend, indemnify and hold harmless Xover , its employees, officers, directors, affiliates, agents, contractors, successors, and assigns against any and all third party (including Permitted Users) liability (including damages, recoveries, deficiencies, interest, penalties and legal fees), directly or indirectly arising from or in connection with: (i) Customer Data; (ii) Customer’s handling, use, or disclosure of Personal Information; (iii) Customer’s breach of any of Customer’s obligations, representations or warranties under this Agreement; or (iv) use of the Xover Services (or any part thereof) by Customer or any Permitted User in combination with any third party software, application or service. Customer will fully cooperate with Xover in the defense of any claim defended by Customer pursuant to its indemnification obligations under this Agreement and will not settle any such claim without the prior written consent of Xover .

10. Limitation of Liabilities

The Parties acknowledge that the following provisions have been negotiated by them and reflect a fair allocation of risk and form an essential basis of the bargain and will survive and continue in full force and effect despite any failure of consideration or of an exclusive remedy:

(a) AMOUNT. IN NO EVENT WILL THE TOTAL AGGREGATE LIABILITY OF XOVER IN CONNECTION WITH OR UNDER THIS AGREEMENT, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE OR GROSS NEGLIGENCE), OR OTHERWISE, EXCEED THE AMOUNT OF FEES PAID BY CUSTOMER FOR THE XOVER SERVICES IN THE PRIOR 12 MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM. FOR GREATER CERTAINTY, THE EXISTENCE OF ONE OR MORE CLAIMS UNDER THIS AGREEMENT WILL NOT INCREASE THIS MAXIMUM LIABILITY AMOUNT. IN NO EVENT WILL XOVER’S THIRD PARTY SUPPLIERS HAVE ANY LIABILITY ARISING OUT OF OR IN ANY WAY CONNECTED TO THIS AGREEMENT.

(b) TYPE. TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, IN NO EVENT WILL XOVER BE LIABLE TO CUSTOMER OR ANY PERMITTED USER FOR ANY: (I) SPECIAL, EXEMPLARY, PUNITIVE, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES; (II) LOST SAVINGS, PROFIT, DATA, USE, OR GOODWILL; (III) BUSINESS INTERRUPTION; (IV) COSTS FOR THE PROCUREMENT OF SUBSTITUTE PRODUCTS OR SERVICES; (V) PERSONAL INJURY OR DEATH; OR (VI) PERSONAL OR PROPERTY DAMAGE ARISING OUT OF OR IN ANY WAY CONNECTED TO THIS AGREEMENT, REGARDLESS OF CAUSE OF ACTION OR THE THEORY OF LIABILITY, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE OR GROSS NEGLIGENCE), OR OTHERWISE, AND EVEN IF NOTIFIED IN ADVANCE OF THE POSSIBILITIES OF SUCH DAMAGES.

11. Term and Termination

Term. This Agreement will commence on the Effective Date and continue to be in effect for a period of three years (the “Initial Term”). The Agreement will automatically renew for successive one year terms (each, a “Renewal Term”), unless either Party provides the other Party with written notice of its intention not to renew not less than thirty (30) days prior to the end of the then current term (the Initial Term and any Renewal Terms are, collectively, the “Term”).

Termination for Convenience. Customer may terminate this Agreement at any time by providing advance written notice of not less than 30 days to Xover provided that Customer will pay to Xover the Fees as set out in the Order Form as payable in the event of such termination.

Termination for Cause. Either Party may, in addition to other relief, suspend or terminate this Agreement if the other Party commits a material breach of any provision of this Agreement and fails within 15 calendar days after receipt of notice of such breach to correct such material breach.

Transition Services. Upon termination of this Agreement, Customer will no longer have rights to access or use the Xover Services. Within 60 calendar days following termination, Xover will, at Customer’s option, return to Customer or delete or otherwise render inaccessible any Customer Data that remains in the hardware or systems used by Xover to provide the Xover SaaS Services. Such return of Customer Data will be subject to fees of $1,500.00 which Customer will pay to Xover in full in advance of Xover returning such Customer Data to Customer.

Survival. The following Sections, together with any other provision of this Agreement which expressly or by its nature survives termination or expiration, or which contemplates performance or observance subsequent to termination or expiration of this Agreement, will survive expiration or termination of this Agreement for any reason: Section 3 (Ownership; Reservation of Rights), Section 4 (Privacy), Section 7 (Fees and Payment), Section 8 (Confidential Information), Section 9 (Warranty; Disclaimer; Indemnity), Section 10 (Limitation of Liabilities), Section 11(d) (Survival), and Section 12 (General Provisions).

12. General Provisions.

(a) Notices. Notices sent to either Party will be effective when delivered in person or by email, one day after being sent by overnight courier, or five days after being sent by first class mail postage prepaid to the official contact designated by the Party to whom a notice is being given. Notices must be in writing and sent: (i) if to Xover , to the following address:

210 - 128 West Hastings Street
Vancouver BC, V6B 1G8

And by email to:

info@xovertechnologies.com

and (ii) if to Customer, to the current postal or email address that Xover has on file with respect to Customer. Xover may change its contact information by posting the new contact information on the website or by giving notice thereof to Customer. Customer is solely responsible for keeping its contact information on file with Xover current at all times during the Term.

(b) Functionality. Except as set out in an Order Form, the functionality of the Xover SaaS Services is subject to change at any time, at Xover ’s sole discretion. Xover may make available additional features at any time free of charge or subject to additional fees. Such additional features may also be removed at any time, at Xover’s discretion.

(c) Assignment. Customer will not assign this Agreement to any third party without Xover’s prior written consent. Xover may assign this Agreement or any rights under this Agreement to any third party without Customer’s consent. Any assignment in violation of this Section will be void. This Agreement will inure to the benefit of and be binding upon the Parties, their permitted successors and permitted assignees.

(d) Choice of Law. This Agreement and any action related thereto will be governed by and construed in accordance with the substantive laws of the Province of British Columbia and the federal laws of Canada applicable therein, without regard to conflicts of law principles. The Parties will initiate any lawsuits in connection with this Agreement in Vancouver, British Columbia, Canada, and irrevocably attorn to the exclusive personal jurisdiction and venue of the courts sitting therein. The U.N. Convention on Contracts for the International Sale of Goods will not apply to this Agreement. This choice of jurisdiction does not prevent Xover from seeking injunctive relief with respect to a violation of intellectual property rights or confidentiality obligations in any appropriate jurisdiction.

(e) Export Restrictions. Customer will comply with all export laws and regulations that may apply to its access to or use of the Xover SaaS Services.

(f) Construction. Except as otherwise provided in this Agreement, the Parties’ rights and remedies under this Agreement are cumulative. The terms “include” and “including” mean, respectively, “include without limitation” and “including without limitation.” The headings of sections of this Agreement are for reference purposes only and have no substantive effect. The terms “consent” or “discretion”, when used in respect of Xover in this Agreement means the right of Xover to withhold such consent or exercise such discretion, as applicable, arbitrarily and without any implied obligation to act reasonably or explain its decision to Customer.

(g) Force Majeure. Neither Party will be liable for delays caused by any event or circumstances beyond Xover’s reasonable control, including acts of God, acts of government, flood, fire, earthquakes, civil unrest, acts of terror, strikes or other labour problems (other than those involving Xover’s employees), Internet service failures or delays, or the unavailability or Modification by third parties of telecommunications or hosting infrastructure or third party websites.

(h) Severability. Any provision of this Agreement found by a tribunal or court of competent jurisdiction to be illegal or unenforceable will be severed from this Agreement and all other provisions of this Agreement will remain in full force and effect.

(i) Waiver. A waiver of any provision of this Agreement must be in writing and a waiver in one instance will not preclude enforcement of such provision on other occasions.

(j) Independent Contractors. Xover’s relationship to Customer is that of an independent contractor, and neither Party is an agent or partner of the other. Neither Party will have, and will not represent to any third party that it has, any authority to act on behalf of the other Party.

(k) Entire Agreement. This Agreement, which includes the Order Form, constitutes the entire agreement between the Parties with respect to the subject matter of this Agreement and supersedes all prior or contemporaneous agreements, representations or other communications, whether written or oral.

(l) Amendments. Subject to the following sentence, no amendment, supplement, modification, waiver, or termination of this Agreement and, unless otherwise expressly specified in this Agreement, no consent or approval by any Party, will be binding unless executed in writing by the Party or Parties to be bound thereby. NOTWITHSTANDING THE PRECEDING SENTENCE, SERVICE PROVIDER MAY UNILATERALLY AMEND THIS AGREEMENT, IN WHOLE OR IN PART (EACH, AN “AMENDMENT”), BY: (I) GIVING CUSTOMER PRIOR NOTICE OF SUCH AMENDMENT; OR (II) POSTING NOTICE OF SUCH AMENDMENT ON THE WEBSITE. UNLESS OTHERWISE INDICATED BY SERVICE PROVIDER, ANY SUCH AMENDMENT WILL BECOME EFFECTIVE AS OF THE DATE THE NOTICE OF SUCH AMENDMENT IS PROVIDED TO CUSTOMER OR IS POSTED ON THE WEBSITE (WHICHEVER IS THE EARLIER). CUSTOMER’S CONTINUED USE OF THE XOVER SERVICES AFTER SUCH AMENDMENT IS ACKNOWLEDGMENT OF AND AGREEMENT WITH SUCH AMENDMENT.