Disclosure

TERMS AND CONDITIONS OF SERVICE

Canadian Free Flyers, with a principal place of business at 1915 26 street SW Calgary Alberta Canada, and the party clicking through to accept this Agreement or executing any Service Order Form (SOF) referencing this Agreement (You or Customer),  and together with Canadian Free Flyers, Parties, constitutes a binding agreement among the Parties. By accepting this Agreement or executing any SOF Customer agrees to be bound by the terms of this Agreement.

If You are entering into this Agreement on behalf of a company, organization or another legal entity (Entity), you are agreeing to this Agreement for that Entity and representing to Canadian Free Flyers that You have the authority to bind such Entity and its affiliates to these Terms, in which case the term You or Customer or related capitalized terms herein will refer to such Entity and its affiliates. If you do not have such authority, or if You do not agree with this Agreement, You must not agree to be bound by this Agreement and may not authorize Canadian Free Flyers to perform Canadian Free Flyer Services.

Pursuant to Canadian Free Flyers Terms of Service agreed to by Customer (Subscription Terms), Customer is subscribing to the Service (as that term is defined in the Subscription Terms). Customer wishes to engage Canadian Free Flyers to receive the Canadian Free Flyers Services described herein, and Canadian Free Flyers agrees to provide the Canadian Free Flyers Services under this Agreement. In consideration of the foregoing, the Customer and the Canadian Free Flyers, intending to be legally bound, agree to the terms set forth below.

1. Scope.All services pursuant to this Agreement provided by Canadian Free Flyers to Customer will be outlined in one or more in one or more mutually agreed-upon and jointly executed SOF or service order form, each incorporated into this Agreement and describing in detail the scope, nature and other relevant characteristics of services to be delivered (collectively, Canadian Free Flyers Services), and the time at which the Parties execute an SOF pursuant to this Agreement, (Effective Date).
2. Retention.Customer hereby retains Canadian Free Flyers to provide the Canadian Free Flyers Services described on one or more SOFs, subject to the terms and conditions set forth in this Agreement. The terms and conditions of this Agreement will govern the provision of Canadian Free Flyers Services under any SOF (including any exhibits thereto) executed by the Parties. This Agreement and/or any SOF may only be amended by a subsequent Agreement and/or SOF mutually executed by the Parties (Change Order).
3. Performance of Canadian Free Flyers Services.

3.1. Each SOF will include reasonable details, at a minimum, about the Canadian Free Flyers Services, Fees charged, and Personnel employed in performing the Canadian Free Flyers Services. Canadian Free Flyers and Customer agree to cooperate in good faith to achieve satisfactory completion of the Canadian Free Flyers Services in a timely and professional manner.

3.2. The Parties will each designate a representative to interface and facilitate the successful completion of the Canadian Free Flyers Services (Customer Representative and Canadian Free Flyers, respectively). Any Subcontractor designated by Canadian Free Flyers, in its sole discretion, to perform any portion of the Services will designate a representative to interface with Customer and Canadian Free Flyers on all matters relating to services performed by Subcontractor(s) (Subcontractor).

3.3. Canadian Free Flyers will perform the Canadian Free Flyers Services, directly or through a Subcontractor of its choice. Customer agrees to provide, at no cost to Canadian Free Flyers, timely and adequate assistance and other resources reasonably requested by Canadian Free Flyers to enable the performance of the Canadian Free Flyers Services by Canadian Free Flyers (collectively, Assistance). Neither Canadian Free Flyers nor its Subcontractor will be liable for any deficiency in performance of Canadian Free Flyers Services to the extent resulting from Customers failure to provide Assistance as required hereunder.

3.4. In performing the Canadian Free Flyers Services, Canadian Free Flyers will provide such resources, and utilize such qualified employees and/or non-employee contractors of Canadian Free Flyers (Subcontractors and together with Canadian Free Flyers employees, Personnel) as it deems necessary to perform the Canadian Free Flyers Services or any portion thereof. Canadian Free Flyers may replace Personnel in its normal course of business, provided that Canadian Free Flyers will be responsible for the performance of Canadian Free Flyers Services by all Personnel within the confines of this Agreement.

3.5. Canadian Free Flyers will control the method and manner of performing all work necessary for completion of Canadian Free Flyers Services, including but not limited to the supervision and control of any Personnel performing Canadian Free Flyers Services. Any methods and/or materials utilized by Canadian Free Flyers in the completion of its duties under this Agreement shall remain the sole and complete property of the Canadian Free Flyers and shall not be disclosed to any of the Parties under any circumstance whatsoever unless in the sole discretion of Canadian Free Flyers such information shall be appropriate to further the intentions or goals of Canadian Free Flyers. Canadian Free Flyers shall not be required to disclose any such information for any purpose or by any means whatsoever.

3.6. No license to any Canadian Free Flyers, or any Subcontractor software or products (including, without limitation, the Service) is granted under this Agreement except as specifically provided pursuant to Section 10.

4. Fees; Payment Terms.

4.1. Customer will pay Canadian Free Flyers the fees to provide the Canadian Free Flyers Services as detailed or described in an SOF (the Fees). Fees will be payable upon execution of the Agreement and the securing of the service provided by Canadian Free Flyers.  All Fees are to be tendered prior to any work performed by Canadian Free Flyers and shall, unless otherwise agreed to in writing, shall be paid on a fixed fee, non-refundable basis.

4.2. All Canadian Free Flyers Services will be provided on a time and materials or fixed-Fee basis, as indicated in each case in the applicable SOF.  Should Customer choose to retain Canadian Free Flyers on a time and materials basis for services deemed appropriate within the sole discretion of Canadian Free Flyers, an SOF providing for time and materials based Fees will contain detailed estimate of such time and materials necessary for performance of Canadian Free Flyers Services (T&M Estimate), and Canadian Free Flyers will make a commercially reasonable effort to provide such Canadian Free Flyers Services within such T&M Estimate, up to the number of hours agreed to by the Parties. Canadian Free Flyers will make a reasonable effort to notify Customer as soon as practicable if it appears that T&M Estimate may be exceeded. Upon receiving such amended T&M Estimate, Customer will assess, and accept or reject the amended T&M Estimate. Unless rejected within five (5) days of delivery, any amended T&M Estimate shall be deemed accepted by the Customer and Customer shall be liable for all Fees associated with Canadian Free Flyers Services delivered in reliance on such amended T&M Estimate. Any amended T&M Estimate which is or is deemed accepted by Customer shall be deemed a Change Order.

4.3. The performance of Canadian Free Flyers Services may be subject to a retainer to be paid in advance by Customer upon execution and delivery of the SOF. Such retainer will be applied against Fees which become payable by Customer pursuant to this Agreement. Canadian Free Flyers may refuse to perform Canadian Free Flyers Services unless and until such retainer is paid to Canadian Free Flyers.

4.4. In addition to any and all Fees, should such service be requested in accordance with any Customer SOF, Customer will reimburse Canadian Free Flyers for the reasonable expenses for travel, lodging, communications, shipping charges and out-of-pocket expenses incurred by Canadian Free Flyers in connection with providing the Canadian Free Flyers Services (Expenses). Canadian Free Flyers will provide reasonable documentation for all Expenses as requested by Customer.

4.5. Any unpaid Fees or Expenses will become overdue 30 days after payment is required pursuant to this Agreement and be subject to a 1.5% late fee for each month of delayed payment (with each such 1.5% late fees attaching to such unpaid amounts at the first day of each 30 day time increments beginning on the first day that such amounts become overdue). Customer will be responsible for any and all taxes levied on transactions under this Agreement other than taxes on Canadian Free Flyers income.

4.6.  Notwithstanding the terms set forth above, Canadian Free Flyers seeks to provide an educated estimate of the amount of rewards a client may receive if they use the information as an initial tool to personally increase their rewards based upon the limited information provided by the Customer. Canadian Free Flyers services are provided on a fixed-fee, non-refundable basis unless otherwise agreed to in writing and signed by all Parties. Refunds will not be made to any Customer relative to their individual satisfaction once purchase has been made and services have been rendered by Canadian Free Flyers and shall be subject to the terms set forth in sections 5 and 7 herein.

4.7  Notwithstanding the terms set forth above, Canadian Free Flyers Maximization Plan service seeks to provide an educated plan of advice for use by Customer to efficiently utilize Customer furnished benefits to personally effect Customer stated goals based exclusively upon the limited information provided by the Customer. Canadian Free Flyers services are provided on a fixed-fee, non-refundable basis unless otherwise agreed to in writing and signed by all Parties. Refunds will not be made to any Customer relative to their individual satisfaction once purchase has been made and services have been rendered by Canadian Free Flyers and shall be subject to the terms set forth in sections 5 and 7 herein.

4.8  Notwithstanding the terms set forth above, Canadian Free Flyers services seeks to provide evaluation, research and an educated suggestion of service providers as a tool to reduce processing fees to Customer based exclusively upon the limited information provided by the Customer. Canadian Free Flyers is an independent service provider and does not represent or in any way promote any credit card service provider except to promote the stated interest of the Customer. Canadian Free Flyers may seek authorization from Customer to secure the benefit sought by Customer.  By acting upon such authorization, Canadian Free Flyers seeks only to promote the interests and stated goals of the Customer and shall not be considered to be acting in an agency or other capacity for the Customer.  Customer, in any circumstance where such authorization shall be utilized, shall be subject to the terms and stated limitations set forth in sections 5 and 7 herein. Canadian Free Flyers services are provided on a fixed-fee, non-refundable basis unless otherwise agreed to in writing and signed by all Parties. Refunds will not be made to any Customer relative to their individual satisfaction once purchase has been made and services have been rendered by Canadian Free Flyers and Customer shall otherwise be subject to the terms set forth in sections 5 and 7 herein.

5. Relationship of the Parties. Canadian Free Flyers is an independent contractor and will maintain complete control of and responsibility for its Personnel, methods and operations. Canadian Free Flyers at no time will hold itself out as an agent, subsidiary or affiliate of Customer for any purpose, including reporting to any government authority. This Agreement will not be construed so as to create a partnership, other joint venture or undertaking, or any agency relationship between the Parties, and neither Party shall become liable for any representation, act or omission of the other Party or have the authority to contractually bind the other Party. Any Fees, Expenses or other amounts paid by Customer to Canadian Free Flyers hereunder shall not be considered salary for pension or wage tax purposes and neither Canadian Free Flyers nor its Personnel will be entitled to any fringe benefits, including sick or vacation pay, or other supplemental benefits of Customer. Unless otherwise required by law, Customer shall not be responsible for deducting or withholding from Fees or Expenses paid under this Agreement any taxes, unemployment, social security or other such expense.
6. Term and Termination.

6.1. This Agreement will commence on the Effective Date and will remain effective for as long as any SOF is in effect among the Parties, unless terminated earlier in accordance with the terms of this Section 6. Any termination of this Agreement shall terminate any then-effective SOF.

6.2. Upon termination of this Agreement, Canadian Free Flyers will immediately cease performing any Canadian Free Flyers Services, and Customer will pay Canadian Free Flyers any Fees not yet paid for all Canadian Free Flyers Services provided pursuant to any SOF on or prior to such termination on a pro-rated basis (or on such other basis as the Parties will mutually agree) and reimburse Expenses incurred on or prior to termination not yet reimbursed.

6.3. Sections 4 through 16 of this Agreement will survive any termination of the Agreement to the extent necessary to implement their objectives. Termination of this Agreement will be without prejudice to other rights or remedies of any Party under this Agreement or applicable law, including, without limitation, any remedies for a breach of this Agreement prior to such termination.

7. Warranties, Limitation of Liability.

7.1. Canadian Free Flyers hereby represents and warrants that:
(a) it has all authority, licenses, permits, and consents necessary to enter into and perform its obligations under this Agreement, and will fully comply with all applicable laws and regulations in performing the Canadian Free Flyers Services;
(b) the Canadian Free Flyers Services provided pursuant to this Agreement will be performed in a timely and professional manner by Canadian Free Flyers and its Personnel, provided that Customer(s) sole and exclusive remedy for any breach of this warranty will be, at Canadian Free Flyers option, re-performance of the Canadian Free Flyers Services or termination of the applicable SOF and, although Canadian Free Flyers shall be under no obligation to do so in accordance with this Agreement, return of the portion of the Fees paid to Canadian Free Flyers by Customer for the non-conforming portion of the Canadian Free Flyers Services, in the sole and complete discretion of Canadian Free Flyers; and
(c) it is under no contractual or other restrictions or obligations which are inconsistent with the execution of this Agreement, or, to its best knowledge, which will interfere with its performance of the Canadian Free Flyers Services.

7.2. EXCEPT AS EXPRESSLY SET FORTH IN THIS SECTION 7, CANADIAN FREE FLYERS EXPRESSLY DISCLAIMS TO THE FULLEST EXTENT ALLOWED BY APPLICABLE LAW ALL OTHER REPRESENTATIONS AND WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, NON-SATISFACTORY QUALITY, NON-INFRINGEMENT OF THIRD PARTY RIGHTS AND TITLE, OR ARISING FROM A COURSE OF DEALING, USAGE, OR TRADE PRACTICE, AND ALL SUCH REPRESENTATIONS AND WARRANTIES ARE HEREBY EXCLUDED TO THE FULLEST EXTENT ALLOWED BY APPLICABLE LAW. THIS DISCLAIMER AND EXCLUSION WILL APPLY EVEN IF THE EXPRESS WARRANTY AND LIMITED REMEDY SET FORTH ABOVE FAILS OF ITS ESSENTIAL PURPOSE.  IN NO CASE SHALL CANADIAN FREE FLYERS BE HELD RESPONSIBLE FOR CHANGES IN PRICE, QUALITY, LOCATION OR OTHER DETAILS NOT WITHIN THE CONTROL OF CANADIAN FREE FLYERS AFTER COMMITMENT BY CUSTOMER HAS BEEN CONFIRMED AND CANADIAN FREE FLYERS HAS CHANGED ITS POSITION ON BEHALF OF CUSTOMER.  CUSTOMER SHALL NOT RAISE ANY DISSATISFACTION WITH SERVICES AS A DEFENSE TO NON-PAYMENT ONCE AND AFTER CUSTOMER HAS CONFIRMED CANADIAN FREE FLYERS SERVICES AND UNDERSTANDS THAT CANADIAN FREE FLYERS SHALL RELY ON ANY SUCH CONFIRMATION TO CHANGE ITS POSITION IN RELATION TO SUCH SERVICE IN FAVOR OF THE CUSTOMER.

7.3. UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY (WHETHER IN CONTRACT, TORT, NEGLIGENCE OR OTHERWISE) WILL EITHER PARTY TO THIS AGREEMENT, OR THEIR AFFILIATES, OFFICERS, MEMBERS, DIRECTORS, EMPLOYEES, AGENTS, SUPPLIERS OR LICENSORS BE LIABLE TO THE OTHER PARTY OR ANY THIRD PARTY FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, CONSEQUENTIAL, PUNITIVE OR OTHER SIMILAR DAMAGES, INCLUDING LOST PROFITS, LOST SALES OR BUSINESS, BUSINESS INTERRUPTION OR ANY OTHER LOSS INCURRED BY THE OTHER PARTY OR SUCH THIRD PARTY IN CONNECTION WITH THIS AGREEMENT OR THE CANADIAN FREE FLYERS SERVICES, REGARDLESS OF WHETHER A PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF OR COULD HAVE FORESEEN SUCH DAMAGES.

7.4. EACH PARTYS AGGREGATE LIABILITY ARISING OUT OF THIS AGREEMENT OR OTHERWISE IN CONNECTION WITH ANY CANADIAN FREE FLYERS SERVICES, SHALL IN NO EVENT EXCEED THE FEES PAID BY CUSTOMER PRIOR TO THE FIRST EVENT OR OCCURRENCE GIVING RISE TO SUCH LIABILITY. EACH PARTY ACKNOWLEDGES AND AGREES THAT THE ESSENTIAL PURPOSE OF THIS SECTION 7.4 IS TO ALLOCATE THE RISKS UNDER THIS AGREEMENT BETWEEN THE PARTIES AND LIMIT POTENTIAL LIABILITY GIVEN THE FEES, WHICH WOULD HAVE BEEN SUBSTANTIALLY HIGHER IF CANADIAN FREE FLYERS WERE TO ASSUME ANY FURTHER LIABILITY OTHER THAN AS SET FORTH HEREIN. CANADIAN FREE FLYERS HAS RELIED ON THESE LIMITATIONS IN DETERMINING WHETHER TO PROVIDE CUSTOMER THE CANADIAN FREE FLYERS SERVICES PROVIDED FOR IN THIS AGREEMENT.

7.5.  WAIVER AND INDEMINTY.  BY BECOMING A CLIENT OF CANADIAN FREE FLYERS AND PURCHASING SERVICES FROM THE COMPANY YOU AGREE TO RELEASE CANADIAN FREE FLYERS FROM ANY AND ALL LIABILITY ASSOCIATED WITH THE SERVICES RENDERED. CANADIAN FREE FLYERS DOES NOT CLAIM TO OFFER, NOR DOES IT OFFER CREDIT OR FINANCIAL ADVICE NOR SHOULD ONE SOLICIT CANADIAN FREE FLYERS SERVICES SOLELY BASED ON THE SUGGESTIONS AND/OR RECOMMENDATIONS OFFERED THOUGH CANADIAN FREE FLYERS.  IT IS THE RESPONSIBILITY OF THE CLIENT TO CONDUCT THEIR OWN RESEARCH INTO THE EFFECTS OF THE SUGGESTIONS AND RECOMMENDATIONS OUTLINED BY CANADIAN FREE FLYERS SERVICES. CUSTOMER HEREBY WAIVES, RELEASE, INDEMNIFIES AND HOLDS HARMLESS CANADIAN FREE FLYERS FOR THE IMPLEMENTATION OF SUGGESTIONS AND/OR RECOMMENDATIONS RECEIVED AS A DIRECT RESULT OF THE CUSTOMER’S CHOICE TO USE CANADIAN FREE FLYERS SERVICES, INCLUDING BUT NOT LIMITED TO ANY COMPREHENSIVE FINANCIAL RAMIFICATIONS, CHANGES TO CREDIT SCORE AND OTHER EFFECTS ARE THE RESPONSIBILITY OF THE CLIENT. FURTHERMORE, ANY INFORMATION PROVIDED THROUGH CANADIAN FREE FLYERS THAT INFLUENCES THE ACTIONS OF CUSTOMER IS THE RESPONSIBILITY OF THE CUSTOMER.

7.6.  It is the responsibility of the client to utilize the suggestions, advice, consult, or other information provided to Customer through its purchase of Canadian Free Flyers services. Canadian Free Flyers is not an accounting service and does not offer business, tax or other financial advice and is not responsible in any way whatsoever if Customer, for any reason, does not like any integral part of the recommendations made by Canadian Free Flyers. Additionally, Canadian Free Flyers is in no way responsible if Customer, in utilizing information suggested by Canadian Free Flyers relative to the maximization of benefits, as to any changes or effects in any way whatsoever perceived by Customer in their personal financial or credit structure.  We agree to use our best efforts given the information provided by Customer SOF to provide the best suggestions and recommendations within the confines of Canadian Free Flyers procedures and uses.

7.7 It is the responsibility of the client to timely utilize the suggestions, advice, consult, or other information provided to Customer through its purchase of Canadian Free Flyers services (e.g. book their recommended award flight once the suggested itinerary is provided by Canadian Free Flyers). Canadian Free Flyers is not responsible in any way whatsoever if Customer, for any reason, does not like any integral part of the recommended itinerary or fails to book it in a timely way. Additionally, Canadian Free Flyers is in no way responsible if Customer finds a flight or accommodations with lower miles and fees needed to secure or to procure suggested or recommended itinerary items.  We agree to use our best efforts given the information provided by the Customer SOF to provide the best suggestions and recommendations within the confines of Canadian Free Flyers procedures and uses.

8. Indemnification to Customer.Canadian Free Flyers will indemnify and hold Customer harmless, from and against any claim against Customer alleging that any infringement or misappropriation of a third party’s valid patent, copyright, trademark or trade secret (an IP Claim). Canadian Free Flyers will, at its expense, defend such IP Claim and pay damages finally awarded against Customer in connection therewith, including the reasonable fees and expenses of the attorneys engaged by Canadian Free Flyers for such defense, provided that (a) Customer promptly notifies Canadian Free Flyers of the threat or notice of such IP Claim, (b) Canadian Free Flyers will have the sole and exclusive control and authority to select defense attorneys, defend and/or settle any such IP Claim, and (c) Customer fully cooperates with Canadian Free Flyers in connection therewith. Canadian Free Flyers will have no liability or obligation under this Section 8 with respect to any IP Claim if such claim is caused in whole or in part by (i) compliance with designs, data, instructions or specifications provided by Customer; (ii) modification of the IP Claim content by anyone other than Canadian Free Flyers.
9. Confidentiality.

9.1 For the purposes of this Agreement, “Confidential Information” means all information disclosed by Canadian Free Flyers to Customer or by Customer to Canadian Free Flyers which is in tangible form and labeled “confidential” (or with a similar legend) or which a reasonable person would understand to be confidential given the nature of the information and circumstances of disclosure. Notwithstanding the foregoing, Confidential Information shall not include information that (a) was already known to the receiving party at the time of disclosure by the disclosing party; (b) was or is obtained by the receiving party by a third party not known by the receiving party to be under an obligation of confidentiality with respect to such information; (c) is or becomes generally available to the public other than by violation of these Terms; (d) was or is independently developed by the receiving party without use of the disclosing party’s Confidential Information; (e) constitutes Subscriber Data (as that term is defined in the Subscription Terms), the use, protection and disclosure of which is governed exclusively by the Subscription Terms.

9.2 Subject to the express permissions of this Agreement, Canadian Free Flyers and Customer will protect any Confidential Information from unauthorized use, access or disclosure in the same manner as each protects its own Confidential Information, but with no less than reasonable care. Except as otherwise expressly permitted pursuant to this Agreement, each Party may use the other Party’s Confidential Information solely to exercise its respective rights and perform its respective obligations under this Agreement and shall disclose such Confidential Information solely to those of its Personnel who have a need to know such Confidential Information for such purposes and who are bound to maintain the confidentiality of, and not misuse, such Confidential Information.

9.3 Notwithstanding the foregoing, this Agreement shall not prevent the party receiving Confidential Information from disclosing such Confidential Information to the extent required by a judicial order or other legal obligation, provided that, in such event, the receiving party shall use its best efforts to promptly notify the disclosing party of such requirement to allow intervention (and shall cooperate with the disclosing party at the disclosing party’s expense) to contest or minimize the scope of the disclosure (including application for a protective order).

9.4 The Parties acknowledge that any unpermitted disclosure of a party’s Confidential Information is likely to cause the disclosing party irreparable harm for which its remedies at law would be inadequate. Accordingly, each Party (as the receiving party) acknowledges and agrees that the Party disclosing Confidential Information will be entitled, in addition to any other remedies available to it at law or in equity, to the issuance of injunctive relief, without bond, enjoining any breach or threatened breach of the receiving party’s obligations hereunder with respect to the Confidential Information of the disclosing party, and such further relief as any court of competent jurisdiction may deem just and proper.

9.5 Upon termination of this Agreement or a request by a disclosing party, each party, as a receiving party of Confidential Information, will return to the disclosing party any and all copies of the material containing the other party’s Confidential Information, or any portion thereof, in the possession of the receiving party, except for information necessary to implement the objectives of this Agreement after its termination.

10 Entire Agreement. This Agreement thereto constitutes the complete and exclusive statement of the agreement among the Parties with respect to the Canadian Free Flyers Services to be provided pursuant to this Agreement, and supersedes all prior negotiations, understandings or agreements (oral or written), between the Parties concerning its subject matter. Without limiting the foregoing, the Parties agree and acknowledge that this Agreement shall have no effect on the rights and obligations of the Parties pursuant to the Subscription Terms (or the Agreement as defined therein).  CANADIAN FREE FLYERS RESERVES THE RIGHT TO MODIFY, AMEND OR ALTER THESE TERMS AND CONDITIONS IN ITS SOLE AND COMPLETE DISCRETION FROM TIME TO TIME WITHOUT PRIOR NOTICE TO ANY CUSTOMER OR END USER.

11 Waiver. The failure of either party to enforce its rights under this Agreement at any time for any period will not be construed as a waiver of such rights. No change, modification or waiver to this Agreement will be effective unless in writing and signed by both Parties.

12 Severability. In the event that any provision of this Agreement will, for any reason, be determined by any court of competent jurisdiction to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability will be interpreted as closely as possible so as not affect any other provision of this Agreement, and such provision will further be modified by said court to permit its enforcement to the maximum extent permitted by law.

13 Governing Law. This Agreement will be governed by and construed in accordance with the laws of the Province of Alberta without regard to the conflicts of law provisions thereof. Exclusive jurisdiction and venue for any action arising under this Agreement is in the federal courts located in Edmonton, Alberta, or some other appropriate jurisdiction in the discretion of Canadian Free Flyers, and Parties hereby consent to such jurisdiction and venue for this purpose.