Terms & Conditions

ENDRELIA TECHNOLOGIES INC.
WATCHDOG ONEâ„¢ MONITORING SERVICE AGREEMENT AND END USER LICENSE AGREEMENT

General Terms and Conditions

NOTICE TO USER: PLEASE READ THIS CONTRACT CAREFULLY. BY USING THE WATCHDOG ONE™ PERSONAL SECURITY SYSTEM (“WATCHDOG ONE™”) AND THIS SERVICE, YOU ACCEPT ALL THE TERMS AND CONDITIONS OF THIS AGREEMENT. YOU AGREE THAT THIS AGREEMENT IS ENFORCEABLE LIKE ANY WRITTEN AGREEMENT SIGNED BY YOU. IF YOU DO NOT AGREE, DO NOT USE THE WATCHDOG ONE™. YOU MAY, WITH THE PROOF OF PURCHASE, RETURN THE WATCHDOG ONE™ TO THE LOCATION FROM WHICH IT WAS PURCHASED WITHIN 30 DAYS. YOUR RETURN OF THE WATCHDOG ONE™ AND CANCELLATION OF THE SERVICE MAY BE SUBJECT TO RETURN AND CANCELLATION FEES.

The WATCHDOG ONE™ Monitoring Service Agreement (“Agreement”) between you and ENDRELIA Technologies Inc. (“ENDRELIA”) consists of the Service Plan (“Plan”) to which you subscribed, these General Terms and Conditions (“General Terms”), the End User License Agreement (“EULA”), and any addenda that have been included with these General Terms. The Agreement period (“Term”) starts when you sign up for the Plan on the ENDRELIA website: https://www.keyfox.com. ENDRELIA reserves the right to change the General Terms or pricing for the Plan. When ENDRELIA makes changes to the General Terms, ENDRELIA will give notice to you by posting the changed General Terms on the ENDRELIA website: https://www.keyfox.com. ENDRELIA may also notify you directly of a change, but ENDRELIA is not obligated to do so. For any changes to the price of the Plan, ENDRELIA will notify you directly at the email address on file in advance of the effective date of the price change and will update the Plan prices on the ENDRELIA website: www.keyfox.com. You accept ongoing responsibility for being fully informed of the changing content of the ENDRELIA website, including without limitation changes in the General Terms and the Plan. If the posted changes are not acceptable to you, you may terminate the Agreement by giving written notice of termination to ENDRELIA within 30 days of the date the unacceptable change was posted. If you do not give written notice within 30 days, you are deemed to have accepted the change, effective on the date of its posting. Cancellation of the service may be subject to cancellation fees. If there is any conflict between the terms contained in this document and the terms contained at www.keyfox.com, then the terms contained at www.keyfox.com shall supersede and replace the terms contained in this document.

DEFINITIONS:

EMERGENCY RESPONDERS: Designated government service personnel such as Police, Fire, and Ambulance.

LOCATION MODELLING SYSTEM: Endrelia’s Location Modelling System combines street address information with existing location tracking technologies such as GPS, triangulation, among others to deduce your location.

WATCHDOG ONE™: Endrelia’s personal security device that transmits a call for help using your cell phone.

1. CONDITIONS AND LIMITATIONS OF SERVICE.

You understand and agree that:

1.1 The WATCHDOG ONE™ uses a wireless link to your cell phone to transmit your call for help. Endrelia will only support cell phones certified to be used with the WATCHDOG ONE™. This selection of cell phones is continually expanding. Please check www.keyfox.com for the currently supported cell phone models.

1.2 You may use your WATCHDOG ONE™ generally anywhere your cell phone has cellular coverage within Canada.

1.3 You may use your WATCHDOG ONE™ for personal security monitoring only.

1.4 ENDRELIA has contracted with a third-party ULC (Underwriter’s Laboratories of Canada) approved monitoring Centre (the “Centre”), to provide monitoring services. Signal receiving and notification service shall be provided 24 hours per day, 365 days per year by the Centre.

1.5 You will follow the instructions provided in the WATCHDOG ONE Training Video and your WATCHDOG ONE™ User Manual for proper use of your WATCHDOG ONE™.

1.6 You will properly test the WATCHDOG ONE™ from time to time and at a minimum quarterly, in accordance with the procedures established by ENDRELIA and, in the event of any inadequacy, failure or concern, promptly advise ENDRELIA thereof.

1.7 ENDRELIA may terminate or suspend this Agreement at any time, on written notice to you, on the occurrence of any of the following events:

1.7.1 You do not follow proper operation procedures or do not use the WATCHDOG ONE™ properly.

1.7.2 You fail to pay the service Plan charge(s) applicable herein.

1.7.3 You trigger an unusually high number of false alarms. ENDRELIA shall not be liable to you for any damage whatsoever incurred while or as a result of the termination or suspension of the Agreement.

2. LIMITATIONS.

2.1 ENDRELIA does not own or control the cellular service providers that operate the cellular network used by your cell phone, or the telecommunications networks that provide phone and data services. Services may become limited or temporarily unavailable without notice from time to time. ENDRELIA cannot be responsible for any service interruptions.

2.2 The Service makes use of the GPS chip built into your phone. GPS sometimes does not provide exact location detail due to various reasons such as: (i) your location, including conditions that obstruct the line of sight between you and the Satellite Systems; (ii) the condition of the Satellite Systems and/or Cellular Systems; (iii) the condition of your cell phone; and (iv) weather conditions, atmospheric conditions, magnetic interference, environmental, and other conditions beyond ENDRELIA’s control. ENDRELIA cannot be responsible for any such service interruptions. ENDRELIA employs a GPS trailing system, and a Location Modelling System to aid in tracking your location when the last GPS lock is not accurate. It is your responsibility to ensure that information in the Location Modelling System is accurate. ENDRELIA cannot guarantee that your precise location will always be known.

3. WATCHDOG ONE™ RESPONSE

3.1 3.1 WATCHDOG ONE™ Response does not replace 911. When you are able to call 911 yourself, call them directly.

3.2 Upon receipt of a WATCHDOG ONE™ call, the Centre communicates your applicable Subscriber Information, available location information, and the audio account of what was captured by the WATCHDOG ONE™ to Emergency Responders closest to your location. The Centre may also contact, if available, the primary or secondary contacts identified by you in your Registration Data to notify them of the alarm and obtain further information, if necessary. Upon contacting the Emergency Responder(s), and informing them of all relevant facts, ENDRELIA and the Centre are released from all further legal responsibility and/or obligation to take any further action.

3.3 It is further agreed that ENDRELIA has no responsibility for any act, failure to act or improper act on the part of the Centre and that the service is delivered on a best efforts basis with no guarantees or warranties of service levels.

4. SERVICE PLAN.

4.1 You agree to remain as a Subscriber for the minimum period stated in your Plan Term, or if no Term is specifically stated in your Plan, for a minimum Term of 12 months.

4.2 All Plans are pre-paid. Available Plan Terms may include: a yearly or multi-year Term with prepayment in full each year, a yearly or multi-year Term with prepayment prior to each service month or a multi-year Term with prepayment in full. Plans automatically renew at the end of the Term for a new Term that is the same structure as the current Term unless you cancel your automatic service renewal or modify your renewal Plan details by notifying ENDRELIA a minimum of 30 days before the then-current Term expires.

4.3 Pre-paid Plan fees are non-refundable unless ENDRELIA cancels the Service, in which event you will receive a pro rata refund for the unused portion of the Plan.

4.4 Your Plan is for personal use only. This means you may not sell, resell, rent, lease or otherwise charge for the WATCHDOG ONE™ and/or Service.

5. PAYMENT.

5.1 You agree to pay, on time, any applicable activation, monthly service, service usage, cancellation, and disconnection fees, plus any applicable taxes, as provided in your Plan.

5.2 You agree to pay a late charge of the lesser of 1.5% per month or the maximum legal rate if your bill is not paid within ten (10) days after the due date. This late charge is applicable to the unpaid balance as of the due date and will be billed on subsequent invoices and statements. You agree to pay ENDRELIA all of ENDRELIA’S collection costs, including without limitation the standard fees of any collection agency, reasonable attorney fees, and any other costs incurred by ENDRELIA in exercising any of its rights under this Agreement. ENDRELIA may suspend Service in the event of late payment. If it does so, ENDRELIA may charge a reactivation fee (currently $50.00) for each suspended WATCHDOG ONE™.

6. COMMUNICATION FAULTS.

ENDRELIA and the Centre are not responsible for communication faults between the WATCHDOG ONE™ and the Centre as a result of communication trouble (e.g., caused by your cell phone or cellular service provider) or for any other faults or failures to detect or verify any alarm signal due to any cause beyond the Centre’s control including, but not limited to, adverse weather conditions (such as lightning, snow, rain, wind, floods), riots, fires, criminal or terrorist acts, strikes, walkouts, and all acts of God. ENDRELIA and the Centre will not be required to supply service to the Subscriber while interruption of service due to any such cause shall continue.

7. CELL PHONE CHARGES AND FEES.

You agree to pay all communication charges and connection fees associated with the cell phone used to transmit alarm signals and other communications by the WATCHDOG ONE™ to the Centre.

8. SUBSCRIBER WARRANTS.

You warrant that you own the cell phone with which the WATCHDOG ONE™ is connected or you have the authority and permission of the owner thereof to engage ENDRELIA and the Centre to monitor signals received from the cell phone.

9. FINES.

The Centre and ENDRELIA are not responsible for fines, penalties, fees, charges, or levies, as a result of false alarms. You agree to reimburse ENDRELIA and the Centre for any fines, penalties, fees, charges, levies, etc. that ENDRELIA and/or the Centre pays on your behalf.

10. TAXES.

In addition to the charges included herein you the Subscriber agree to pay any taxes, fees, levies, or charges relating to the service provided under this agreement, which are authorized or imposed by any government body or agency.

11. DISCLAIMER OF WARRANTY.

11.1 THE LIMITED WARRANTY ACCOMPANYING YOUR PRODUCT IS THE ONLY WARRANTY PROVIDED IN RELATION TO YOUR WATCHDOG ONE™ AND SERVICE. THE SERVICE IS PROVIDED AS ‘BEST EFFORT’ AND ALL OTHER WARRANTIES (EXPRESS OR IMPLIED) ARE HEREBY EXPRESSLY EXCLUDED FROM THIS AGREEMENT TO THE FULLEST EXTENT PERMITTED BY LAW.

11.2 ENDRELIA GIVES NO WARRANTY IN RELATION TO THE AVAILABILITY OF THE CELLULAR NETWORK USED BY THE WATCHDOG ONE™ TO TRANSMIT EMERGENCY SIGNALS.

12. LIMITATION OF LIABILITY.

12.1 TO THE FULLEST EXTENT PERMITTED BY LAW, ENDRELIA AND THE CENTRE, HEREBY EXPRESSLY EXCLUDE LIABILITY FOR ANY DAMAGES OR CLAIMS, INCLUDING INJURY OR DEATH, AND ANY INDIRECT, SPECIAL OR CONSEQUENTIAL LOSS, DAMAGE, COSTS OR EXPENSES WHICH MAY ARISE OUT OF OR IN CONNECTION WITH THE PROVISION OF THIS SERVICE (INCLUDING ANY DELAY IN PROVIDING OR FAILURE TO PROVIDE THE SERVICE) OR ITS USE BY YOU. ALSO, TO THE FULLEST EXTENT PERMITTED BY LAW, YOUR USE OF THIS PRODUCT CONSTITUTES ACCEPTANCE OF THE FACT THAT ENDRELIA AND ITS SERVICE PROVIDERS AND AFFILIATES, AND THEIR AFFILIATES, RESPECTIVE EMPLOYEES, DIRECTORS, OFFICERS, AGENTS AND SUPPLIERS, HEREBY EXPRESSLY LIMIT LIABILITY FOR ANY CLAIMS, DAMAGES, LOSSES, COSTS AND EXPENSES INCURRED BY YOU, HOWEVER CAUSED AND EVEN IF SUCH DAMAGES WERE REASONABLY FORESEEABLE, TO A TOTAL, MAXIMUM AGGREGATE VALUE NOT TO EXCEED THE AMOUNT OF SERVICE FEES PAID BY YOU IN THE 12 MONTHS IMMEDIATELY PRECEDING ANY LEGAL ACTION INITIATED BY YOU.

12.2 ENDRELIA EXCLUDES ALL LIABILITY, WHETHER RESULTING FROM CONTRACT, TORT (INCLUDING LIABILITY FOR NEGLIGENCE OR BREACH OF STATUTORY DUTY) OR OTHERWISE IN RESPECT OF ANY LOSS, DAMAGE, COSTS, EXPENSES OR OTHER CLAIMS RESULTING FROM THE ACTS OF OMISSIONS OF THIRD PARTY PROVIDERS, INCLUDING CELLULAR SERVICE PROVIDERS, FOR ANY FAULTS, FAILURES OR INADEQUACIES OF THE CELLULAR PHONE, THE CELLULAR SERVICE, OR THIS SERVICE.

12.3 ENDRELIA AND THE CENTRE SHALL NOT BE LIABLE TO YOU OR BE DEEMED TO BE IN BREACH OF THIS AGREEMENT IN RESPECT TO ANY FAILURE OR DELAY IN THE PROVISION OF SERVICES CAUSED BY:

12.3.1 DEFECTS OR DEFICIENCIES IN THE WATCHDOG ONE™.

12.3.2 MATTERS OUTSIDE OF ENDRELIA’S OR THE CENTRE’S REASONABLE CONTROL, WHICH SHALL INCLUDE, BUT IS NOT LIMITED TO, OUTBREAK OF HOSTILITIES, RIOT, CIVIL DISTURBANCE, ACTS OF TERRORISM, FIRE, EXPLOSION, FLOOD, SNOW, FOG OR OTHER INCLEMENT WEATHER CONDITIONS, FAILURE OF TELECOMMUNICATIONS OR SATELLITE SYSTEMS, ELECTRICAL POWER FAILURES OR FLUCTUATIONS, SURGES IN THE ELECTRICAL MAINS OR CURRENTS INDUCED INTO DAMAGE CAUSED BY ELECTROMAGNETIC INTERFERENCE, THEFT, MALICIOUS DAMAGE, STRIKE, LOCK OUT OR INDUSTRIAL ACTION OF ANY KIND; OR

12.3.3 FAILURE, DELAY OR INACCURACY OF THE GPS SATELLITES AND CELLULAR TOWERS IN PROVIDING LOCATION COORDINATES; OR

12.3.4 FAILURE, DELAY OR INACCURACY OF THE WATCHDOG ONE™ OR YOUR CELL PHONE TO PROCESS AND/OR TRANSMIT SIGNALS; OR

12.3.5 FAILURE OF ANY POLICE DEPARTMENT, OR OTHER EMERGENCY SERVICE TO RESPOND TO AN ALARM REPORTED TO IT BY THE CENTRE.

12.3.6 IN NO EVENT SHALL ENDRELIA’S LIABILITY EXCEED THE AMOUNT OF THE SERVICE FEE PAID BY YOU FOR THE PRECEEDING TWELVE (12) MONTHS.

13. ACCURACY OF DATA REGISTRATION AND ENDRELIA WEBSITE USE.

You acknowledge and accept that the information required in the Registration Data, is essential for proper provision of Services. You accordingly warrant and confirm that the information supplied by you is accurate in all respects. It is your responsibility to ensure that the information supplied by you to ENDRELIA is accurate, complete and up to date and that any change, alterations or additions to such information is provided immediately to ENDRELIA. Your Registration Data shall be provided to the Emergency Responders for use if an Emergency Signal is transmitted by your WATCHDOG ONE™.

14. PRIVACY – DATA PROTECTION.

ENDRELIA and the Centre have a firm commitment to maintaining your privacy. ENDRELIA or the Centre will retrieve your Location information only when you activate the WATCHDOG ONE™, or for testing the system. ENDRELIA shall keep your personal data private and confidential. ENDRELIA shall only provide such information to the Centre as required for them to provide the Service to you, and the Centre shall only provide such information as required to Emergency Responders, in the event that you trigger the WATCHDOG ONE™, to enable them to perform their function of giving aid to you. ENDRELIA may also share with third parties certain pieces of non-personal, aggregated information, (information gathered from many users that is grouped together and is disclosed in such a way that it does not reveal the identity of any particular user), such as WATCHDOG ONE™ User demographic data or WATCHDOG ONE™ usage data for marketing, advertising or other business purposes. With the exception of aggregated information and billing information required to process your payments or collections, the Centre and ENDRELIA shall not sell or otherwise pass your personal information to third parties, except if required by law or pertinent to judicial or governmental investigations or proceedings or if we consider it necessary to do so to prevent risk of death or serious personal injury to you or others. There are no other circumstances under which we will provide or sell personal information to third parties.

15. GOVERNING LAW AND ARBITRATION.

This agreement shall be governed by the laws of the Province of Ontario Canada.

16. HARDWARE LIMITED WARRANTY.

16.1 ENDRELIA warrants that your WATCHDOG ONE™ will be free from defects in materials and workmanship for a warranty period of 1 year from the date of purchase. If your WATCHDOG ONE™ fails in normal use during the warranty period, ENDRELIA will, at its sole discretion, either repair or replace the unit with a new or refurbished unit.

16.2 Such repairs or replacements will be made at no charge for labour and materials; however, you will be responsible for shipping charges. The repaired or replaced product will be warranted for the balance of the original warranty. The warranty does not cover failures due to abuse, submersion in liquid, misuse, accidents, or unauthorized disassembly or modification or any damage sustained during shipment of the product. Any repairs not performed by ENDRELIA will void this warranty.

16.3 EXCEPT AS PROVIDED ABOVE, THE PRODUCT IS SOLD “AS IS” WITHOUT ANY EXPRESS OR IMPLIED WARRANTIES FOR THE PRODUCT WHATSOEVER, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES REGARDING THE CONDITION, DESIGN, SPECIFICATIONS, WORKMANSHIP, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OF THE PRODUCT, OR ANY WARRANTIES THAT THE PRODUCT IS FREE FROM LATENT DEFECTS OR DEFICIENCIES, OR THAT THE PRODUCT IS FREE FROM INFRINGEMENT OF ANY PATENT, TRADEMARK, COPYRIGHT OR PROPRIETARY RIGHT OF ANY THIRDPARTY AND SUCH WARRANTIES ARE HEREBY EXPRESSLY DISCLAIMED.

16.4 THIS LIMITED WARRANTY PROVIDES THE SOLE AND EXCLUSIVE REMEDY FOR ANY DEFECTS IN THE PRODUCT. IN NO EVENT SHALL ENDRELIA BE LIABLE FOR ANY INDIRECT, CONSEQUENTIAL, SPECIAL, INCIDENTAL OR PUNITIVE DAMAGES, WHETHER IN CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY OR OTHERWISE. OUR LIABILITY IS LIMITED TO THE AMOUNT YOU PAID FOR THE PRODUCT THAT IS THE SUBJECT OF A CLAIM.

16.5 This warranty applies to the original purchaser of the product ONLY. ENDRELIA has no responsibility for any warranty claims made after the limited warranty period expires.

17. COPYRIGHTS, INTELLECTUAL PROPERTY, PATENTS AND DOCUMENTATION.

WATCHDOG ONE™ (trademark pending), related trademarks, names and logos are the property of ENDRELIA and are registered and/or used in Canada and countries around the world. The WATCHDOG ONE™ and/or associated software are protected by copyright. Various Patents are pending supporting the WATCHDOG ONE™ technology and Software. The documentation, including all documentation incorporated by reference herein, such as documentation provided or made available www.keyfox.com, is provided ‘AS IS’ and ‘AS AVAILABLE’ and without condition, endorsement, representation or warranty of any kind by ENDRELIA or its Affiliates. ENDRELIA assumes no responsibility for any typographical, technical, or other inaccuracies, errors, or omissions in this documentation. In order to protect ENDRELIA intellectual property, this documentation may describe some aspects of ENDRELIA intellectual property in general terms. ENDRELIA reserves the ability to amend this documentation from time to time without notice to you.

18. END USER LICENSE AGREEMENT.

PLEASE READ THIS END USER LICENSE AGREEMENT (“EULA”) CAREFULLY. THIS EULA IS A LEGAL AGREEMENT BETWEEN YOU AND ENDRELIA. YOU UNDERSTAND AND AGREE THAT YOU MUST BE AT LEAST EIGHTEEN (18) YEARS OF AGE AND THAT THIS EULA IS ENFORCEABLE LIKE ANY WRITTEN NEGOTIATED AGREEMENT SIGNED BY YOU WHETHER THIS CONTRACT PROVIDES SERVICE DIRECTLY TO YOU OR A MINOR THAT IS UNDER THE AGE OF EIGHTEEN (18) YEARS AND UNDER YOUR CARE. THIS EULA, AND AS MAY BE AMENDED, APPLIES TO THE USE OF ANY SOFTWARE, WHETHER PRE-INSTALLED ON THE WATCHDOG ONE™, SUBSEQUENTLY DOWNLOADED TO THE WATCHDOG ONE™, AND/OR DOWNLOADED TO YOUR COMPUTER OR MOBILE PHONE, THAT MAY BE REQUIRED FOR THE USE OF THE WATCHDOG ONE™ AND SERVICE (“SOFTWARE”). BY USING YOUR WATCHDOG ONE™ AND/OR THE SERVICE, YOU ACCEPT ALL THE TERMS AND CONDITIONS OF THIS EULA OR ANY APPLICABLE AMENDEMENTS. USE OF THE WATCHDOG ONE™, USE OF THE SERVICE AND/OR PRESSING THE “I AGREE” BUTTON FOR A DOWNLOAD OF ANY UPDATES, UPGRADES OR SUPPLEMENTS IS CONSIDERED USE OF THE SOFTWARE. IF YOU DO NOT AGREE TO THE TERMS OF THIS EULA, DO NOT USE THE SOFTWARE AND PROMPTLY DELETE THE UNUSED SOFTWARE.

18.1 The WATCHDOG ONE™ utilizes proprietary software, proprietary firmware and proprietary communication protocols in order to perform its functions and Service (collectively any such software, firmware and/or communication protocols required for use of the WATCHDOG ONE™ are referred to as the “Software”). This proprietary Software may be owned by ENDRELIA or by a third-party. This EULA grants a license (“License”) that permits you to use the software as required for your WATCHDOG ONE™ and Service. This License is non-exclusive, non-sub licensable and non-transferable. This License is also subject to the limitations and conditions of this EULA and the Terms of Service, which govern the provision of the Service. All rights not specifically granted in this EULA are reserved by ENDRELIA or the respective third-party owner of such Software. You acknowledge and agree that ENDRELIA and/or third-parties own(s) all intellectual property rights, title, and interest in or, if applicable, licenses to the Software, including, but not limited to, all trademarks, copyrights, data, and content. All title and intellectual property rights in the Software may be protected by applicable copyright or other intellectual property laws and treaties. Your use of the Software is solely controlled by this EULA which cannot be changed except by a written agreement executed between you and ENDRELIA. The Software is licensed, not sold.

18.2 You agree that you will not remove or obscure any proprietary rights notices, copyright notices or trademarks associated with the Software. You agree that you will not copy, sell, license, distribute, transfer, modify, adapt, translate, decompile, reverse engineer, disassemble, attempt to derive the source code of, modify, or create derivative works of the Software for any purpose. You agree that you will not attempt to circumvent or defeat the security or content usage rules contained in the Software and/or use the Software in violation of any law or third party rights.

18.3 You agree that ENDRELIA or our third-party providers may make changes to the Software and associated Services in order to comply with applicable laws, to maintain or improve the Software and/or the Services or for other business reasons, without notice to you and without liability for any changes in your ability to use the Software, WATCHDOG ONE™ and/or Service, including compatibility issues, as a result of such changes. These updates may take the form of bug fixes, enhanced functions, new software modules and completely new versions. This License does not grant any rights to obtaining future upgrades, updates or supplements of the Software. If upgrades, updates or supplements of the Software are obtained, however, the use of such upgrades or updates is governed by this EULA and the amendments that may accompany them and may be subject to additional payments and conditions. ENDRELIA highly recommends that you ensure that you have the most recent Software version available. ENDRELIA reserves the right to mandate you to install the most recent Software version or firmware version in order to obtain continued Service. Any such mandatory Software updates will be at no additional cost to you.

18.4 The Software may be subject to export controls or restrictions by Canada, the United States or other countries or territories. You agree to comply with all applicable Canadian, U.S. and international export laws and regulations, including the restrictions on destinations, end users, and end use. You agree not to export or re-export the Software or the WATCHDOG ONE™ to any country in violation of the export control laws Canada or the United States. The Software may not be exported or re-exported into any U.S. embargoed countries or to anyone on the U.S. Treasury Department’s list of Specially Designated Nationals or the U.S. Department of Commerce Denied Person’s List or Entity List. By using the Software, you represent and warrant that you are not located in any such country or on any such list. You also agree that you will not use these products for any purposes prohibited by Canadian or United States law.

18.5 To the maximum extent permitted by law, you agree to indemnify, defend and hold harmless ENDRELIA and its affiliates, licensors and suppliers their respective directors, officers, employees and agents from and against any and all claims, actions, suits or proceedings, as well as any and all losses, liabilities, damages, costs and expenses (including reasonable attorneys fees) arising out of or in connection with your use of the Software.

19. GENERAL.

This Agreement constitutes the entire agreement between the Parties with respect to the subject matter hereof. Any headings are provided for convenience only. You may not assign this Agreement or any of your rights or obligations hereunder, but ENDRELIA may assign this Agreement and any of its rights and obligations hereunder and this Agreement shall inure to the benefit of and is binding on ENDRELIA’s respective successors and permitted assigns. The failure of ENDRELIA to exercise or enforce any right under this Agreement shall not constitute a waiver of such right. All rights and remedies granted to ENDRELIA are cumulative and not alternate. If any provision of this Agreement is found invalid or unenforceable, such invalidity or unenforceability shall not affect the remaining terms and conditions of this Agreement, and the parties shall substitute a valid provision that most nearly approximates the intent and economic effect of the invalid or unenforceable one. Any provisions that expressly or by their nature should survive termination of this Agreement, including disclaimer of warranty, indemnity rights and limitation of liability, shall survive such termination. All legal notices to ENDRELIA must be sent to:

Endrelia Technologies Inc.

1275 Morningside Avenue, Unit 31,
Toronto, Ontario M1B 3W1
Attn: Contracts.

Ver 2013.05.4