12.1 Consents. Any consent required under this Agreement shall not be unreasonably withheld.
12.2 Section Headings. The section and paragraph headings used herein are for convenience only and are not a part of this Agreement and shall not be used in construing the Terms and Conditions contained herein.
12.3 Entire Agreement. This Agreement constitutes the entire agreement between the Parties, and no amendment to the terms of this Agreement will be effective unless in writing and signed by both Parties hereto.
12.4 Equitable Relief. You agree that any breach of this Agreement by You would cause irreparable damage, and that, in event of such breach, in addition to any and all remedies at law, We will have the right to an injunction, specific performance or other equitable relief to prevent the continuous violations of the terms of this Agreement.
12.5 Force Majeure. Notwithstanding anything herein to the contrary, We shall not be liable for any delay or failure in performance caused by circumstances beyond Our reasonable control.
12.6 Relationship of the Parties. This Agreement does not constitute a partnership or joint venture, and nothing herein contained is intended to constitute, nor will it be construed to constitute, such a partnership or joint venture. Except as expressly provided in this Agreement, neither We nor You will have any power or authority to act in the name or on behalf of the other party, or to bind the other party to any legal agreement.
12.7 Severability. The provisions of this Agreement are to be considered separately, and if any provision hereof should be found by any court or competent jurisdiction to be invalid or unenforceable, this Agreement will be deemed to have effect as if such provision were severed from this Agreement.
12.8 Notices. All notices and communications required or permitted under this Agreement will be in writing and will be sent by registered or certified mail, postage prepaid, return receipt requested, facsimile transmission (“fax”), with confirmed answer back, or electronic mail (email), with confirmation of receipt, to Us or You at the respective addresses we provide to each other or to such other address as We or You may from time to time specify by notice to the other given as provided in this paragraph. Our mailing address is:
77 King Street West, Suite 400
Toronto, ON, Canada
Email correspondence may be sent to: [email protected]. A notice given in electronic form shall be admissible in judicial or administrative proceedings based upon or relating to this Agreement to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form.
12.9 Jurisdiction. Subject to the dispute resolution provisions set out in sections 6.2 and 6.3 of this Agreement, the Parties hereby irrevocably attorn to the exclusive jurisdiction of the courts of the Province of Ontario with respect to any dispute arising hereunder.
12.10 Governing Law. This Agreement and any sales thereunder shall be deemed to have been made in the Province of Ontario, and shall be construed and interpreted according to the laws of the Province of Ontario and the applicable laws of Canada.
12.11 Revisions to this Agreement. We may at any time revise the terms of this Agreement by updating these terms and by providing notice to You of any such changes.