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Clinic Membership License Agreement

 

These terms and conditions (the “Terms”) govern your purchase of a Membership License (the “Membership”) from the e-commerce platform (the “Platform”) of 9057838 Canada Inc., o/a SkinHealth Canada (“The Company”). You are referred to in these terms as the “The Clinic”. By agreeing to purchase, you agree to be bound by these Terms.

WHEREAS:

  1. The Company has spent considerable time, investment and effort in sourcing and obtaining the rights to license and distribute specific brands along with developing its particular brands that include operating practices and protocols, hereinafter called the “Services”.
  2. The Company wishes to expand the provision of the Services and is willing to grant to The Clinic the rights as set out herein.
  3. The Clinic desires the right during the continuance of this Agreement to add the provisioning and marketing of services under their existing clinic practice.
  4. The business of providing and marketing the Services is hereafter called the “Business”.
  5. The equipment from time to time required by the Clinic to provide the Services is hereinafter called the “Equipment”.

THE PARTIES AGREE AS FOLLOWS:

  1. Rights Granted

The Company grants to The Clinic, during the period of this Agreement and subject to the terms and conditions hereof, the non-exclusive rights to the Services and to carry on the Business by this Agreement within the Territory, hereinafter called the “Membership License”.

  1. Territory

The Clinic shall have the right to utilize the Services and the Business within its defined location(s).

  1. Term

This Agreement shall be for one year, commencing the day of purchase, the (Effective Date).

  1. Renewal

This Agreement will continue to renew each year for successive 12-month (1-year terms) unless terminated under section 10 of this agreement. The terms and conditions of the renewal shall be the same as those in this Agreement.

  1. The Company Obligations;
    • Provide access to the Services as defined in Addendum 1;
    • Find-a-clinic online referral and booking system;
    • Continuous program research and development;
    • Social Media Platform;
    • Marketing Programs;
    • Brand and Product Training;
    • Ongoing Operational Support.
  1. The Clinic’s obligations

To maintain the high standards of the Services and protect The Company’s intellectual property rights, and maintain the common identity and reputation of The Company, The Clinic hereby agrees:

  • To procure all products, equipment, supplies and materials required to deliver the Business from the Company and or suppliers’ appointment by the Company or as directed or approved by the Company in writing.
  • To operate the Business within The Clinic location.
  • To commence the Business from the day of signing of this Agreement, or as soon after as is reasonably possible.
  • To use reasonable commercial efforts in the operation of the Business
  • To ensure that all his/her employees are licensed, certified and experienced to perform their designated roles before working in the Business.
  • To insure with a major, reputable insurance company in an adequate sum against all typical and reasonably foreseeable risks relating to the conduct of the Business, including product liability and delivery services by the Clinic or any person for whom The Clinic is responsible and to cover all public and employee liability and death of, or injury to, any customer or any other and provide copies of such insurance policies and proof of premium payments to the Company upon its request and the Clinic will provide to each insurer complete information relevant to or which may be required in respect of any insurance policy and ensure that he/she does nothing which in any way invalidates it.
  • To indemnify and save harmless the Company from and against all loss, damage or liability suffered by the Company as a result of the Clinic’s acts or omissions in connection with the operation of the Business.
  • Use any brand and logos associated with the delivery of the Services solely for The Business and any usage will be by the reasonable directions of The Company;
  • The Clinic undertakes not to do anything to prejudice or damage the goodwill in the Services and Business brand or the reputation of the Services and Business it operates;
  • The Clinic shall comply with all reasonable requirements, including pricing guidelines, as set out by The Company from time to time about the presentation of the Services.
  1. The Clinic’s financial obligations

The Clinic shall pay to the Company the following sums described below and detailed in the Addendums 1 and 2:

  • To provide and maintain a credit card with sufficient available credit.
  • Pay the Monthly Fee associated with the membership level each month on the defined monthly cycle date (see Addendum 1).
  • Purchase any additional products or services as may be required by the Clinic from time to time.
  1. Assignment of Membership License
    • The Clinic may not assign or delegate the License or any other right or obligation under this Agreement without the prior written consent of The Company, such consent shall not be unreasonably withheld.
    • The Company shall be entitled to assign the benefit of this Agreement to any other party at any time and shall inform the Clinic thereof in writing within a reasonable time.
  1. Termination

Following the first 12-month period from the effective date of this Agreement, either party may terminate this Agreement, by providing 90 days’ notice.

Additionally, The Company may terminate this Agreement forthwith by giving notice in writing to the Clinic:

  • If The Clinic has committed any breach of his/her obligations hereunder and has failed to remedy such breach within a period of 28 days after the receipt of a notice in writing;
  • If The Clinic commits an act of bankruptcy or has a receiving order made against him/her or makes any arrangement or assignment with or for the benefit of his/her creditors or suffers distress or execution to be levied or threatened on any of his/her properties;
  • The termination or expiry of this Agreement shall be without prejudice to any rights and obligations conferred or imposed by this Agreement in respect of any period after such termination and shall also be without prejudice to the rights of either party against the other in respect of any antecedent breach of any of the terms and conditions hereof.

Additionally, the Clinic may terminate this Agreement forthwith by giving 90 days’ notice in writing to the Company:

  • If there is a material change in the Services that The Company is licensed to provide to the Clinic.

 

  1. Copyright

The copyright and all other rights in the text, the photographs and all other documents supplied by The Company and all proprietary information contained therein are the property of The Company and The Clinic undertakes not to copy the Protocols, the photographs and any other documents supplied by the Company and shall use commercial reasonable efforts to ensure its contents or concepts are not disclosed to any other party.

  1. Entire agreement

This Agreement expresses the entire agreement between the parties hereto, which supersedes any other negotiations or agreements on the subject matter hereof and:

  • The Company hereby represents and warrants to the Clinic that it has the right to grant the License, provide the Clinic with the right to utilize the associated brands and provide the Clinic the right to utilize the proprietary information, services and all other documents supplied by the Company from time to time.
  • the parties confirm that the whole of their negotiations and intentions have been included herein within the context of and expressing clearly the requirements of the parties;
  • there are no warranties, representations or other matters relied upon by the Clinic which have not been satisfied herein; and
  • this Agreement shall not be modified in any way except by a written instrument signed by both parties.
  1. Waiver

The failure of the Company to exercise any power given to it hereunder or to insist upon strict compliance by the Clinic with any obligation hereunder and no custom or practice of the parties shall constitute any waiver of any of the Company’s rights under this Agreement. Waiver by The Company of any particular default by the Clinic shall not affect or impair the Company’s rights in respect of any subsequent default of any kind by the Clinic, nor shall any delay by or omission of The Company to exercise any rights arising from any default of the Clinic affect or impair the Company’s rights in respect of the said default or any default of any kind.

 

  1. Severability

If any item or provision contained in this Agreement or any part thereof (in this Clause called the “offending provision”) shall be declared or becomes unenforceable, invalid or illegal for any reason whatsoever including, but not detracting from, the generality of the foregoing a decision by an Arbitrator, an Act of Parliament, Canadian Economic Community legislation or any statutory or other by-laws or regulations or any other requirements having the force of law, the other terms and provisions of this Agreement shall remain in full force and effect as if this Agreement had been executed without the offending provision appearing herein. In the event that the exclusion of any offending provisions shall in the opinion of the Company adversely affect either the Company’s right to receive payment of fees or remuneration by whatever means payable to the Company and or the Company’s brands and methods of the Business then the Company shall have the right to terminate this Agreement by giving 30 days’ notice in writing to the Clinic.

  1. Warranties

The Clinic shall make no statements, representations or claims and shall give no warranties to any customer or potential customers in respect of the Business save such as may have been specifically authorized by the Company, such authority to be given in writing at the relevant time. The Clinic hereby undertakes with the Company to keep fully and effectively indemnified against all claims, demands, losses, expenses and costs that The Company may incur as a result of any breach by the Clinic of this provision.

  1. Force majeure

This Agreement shall be suspended during the period and to the extent of such period that the Company reasonably believes any party to this agreement is prevented or hindered from complying with its obligations under any part of it, by any cause beyond its reasonable control including but not restricted to strikes, war, civil disorder, and natural disasters. If such a period of suspension exceeds 180 days then the Company shall upon giving written notice to the Clinic Partner, be able to require that: all money due to the Company shall be paid immediately, and the Clinic shall immediately cease trading until further notice from the Company is given.

  1. Arbitration

In the event that any dispute or disagreement shall arise with respect to any matter arising herein or with respect to the interpretation of this Agreement and such dispute cannot be settled within fifteen (15) days by good faith negotiation between the parties, then such dispute or disagreement shall be finally resolved by binding arbitration pursuant to the provisions of The Arbitration Act of the Province of Ontario, as from time to time in force or as amended. The arbitration shall take place in Toronto, Ontario before a single Arbitrator selected by agreement of the parties. Should the parties fail to agree on an Arbitrator, the Arbitrator shall be appointed by a Court of competent jurisdiction pursuant to The Arbitration Act. The parties agree to provide to the Arbitrator, and to each other, full disclosure of all documents and information relevant to the dispute at least fifteen (15) days before the arbitration hearing. The costs of the arbitration, including legal fees and disbursements, shall be awarded by the Arbitrator in the manner which the Arbitrator considers appropriate under the circumstances. The Arbitrator shall provide the parties with a written decision which includes the reasoning for the decision of the Arbitrator and the award of costs.

  1. Notices

Any notice required to be given for the purposes of this Agreement shall be given by sending the same by prepaid First Class post, e-mail, or fax to, or by delivering the same by hand at, the relevant address shown in this Agreement or such other address as shall have been notified (in accordance with this Clause) by the party concerned as being its address for the purposes of this Clause.

  1. Governing Law

This Agreement shall be governed by and construed in accordance with the laws in force in the Province of Ontario.

  1. Counterpart Execution

This Agreement may be executed in counterparts, each of which shall be deemed to be an original and all of which together shall constitute one and the same instrument. To evidence its execution of an original counterpart of this Agreement, a party may send a copy of its original signature on the execution page hereof to the other party by facsimile or electronic transmission, and such transmission shall constitute delivery of an executed copy of this Agreement.

 

 

ADDENDUM 1: Annual Membership License Program

The Services, associated pricing and inclusion/exclusion of brands in the Membership Program may be subject to change by the Company from time to time with prior written notice.

Types of Membership
Essential Base Core Optal
Purchasing Power
Funds Credited $500 $1,000 $2,000 $5,000
Free Bonus Funds Credited $100 $100 $200 $500
Additional Purchase Discount — 10% 15% 30%
90-Day Flex Plan Yes Yes Yes Yes
Employee Benefits
Base Monthly Benefit — $25 $50 $75
Buy + Earn $1:1 PRP $1:1 PRP $1:1 PRP $1:1 PRP
Learn + Earn Yes Yes Yes Yes
Ready-To-Go Marketing
Introducing STEP-UP SYSTEM™ Yes Yes Yes Yes
Introducing Professional Treatments Yes Yes Yes
Introducing At-home Skin Devices Yes Yes Yes Yes
Vitamin A-mazing Yes Yes Yes Yes
Step-into professional Yes Yes Yes
Holiday Season Program Yes Yes Yes Yes
Branding & Merchandising Yes Yes Yes Yes
Samples Yes Yes Yes Yes
Try Me Kits Yes Yes Yes Yes
In-Clinic Event Planners Yes Yes Yes Yes
 

Brands (1)
Environ Retail: EssentiA Yes Yes Yes Yes
Environ Retail: Focus Care+ Yes Yes Yes Yes
Environ Retail: Skin Tech+ Yes Yes Yes Yes
Environ Professional Yes Yes Yes
Environ Professional: DF III Machine Yes Yes Yes
Forlle’d Yes Yes Yes Yes
InnoPen + InnoTips Yes Yes Yes
REVIV X (coming soon) Yes Yes
SKIN90 (coming soon) Yes Yes Yes
BODY90 (coming soon) Yes Yes Yes
OTTO SKIN (coming soon) Yes Yes Yes
AHI (coming soon) Yes Yes Yes
       
Month FEE: $500/month $1,000/month $2,000/month $5,000/month
 

(1)     Inclusion/exclusion and pricing of brands may be subject to change.

(2)     Additional Discount can be applied on any purchase net of all existing funds credited to an account.

(3)     This refers to total dollars credited to your account each month. These funds can be used to purchase all eligible brand products and services.

(4)     Purchase Power is the combination of dollars credited to your account each month and additional discount.

(5)     Employee Benefits eligibility is Certified Employee is an active full-time employee who has completed required training certification.

 

 

  1. Purchasing Power
    • Funds Credited
      • The clinic’s account is credited with monthly funds equal to your monthly fee payment.
      • Funds are dollars that can be used to purchase all eligible products and services available through the Company.
      • Funds credited do not expire.
  • Free Bonus Funds Credited
    • Every month, bonus funds are credited to your account based on Membership Plan. Funds allow you to purchase all eligible products and services
    • Bonus funds credited do not expire
  • Additional Purchase Discount
    • Additional purchase discounts are applied on the purchase of any additional products and services purchased from the Company net of all existing funds credited. For further clarity, all funds and bonus funds credited to an account must be used before applying the additional purchase discount.
  1. Employee Benefit
    • Monthly Base Benefit
      • Certified full-time clinic employees receive monthly bonus Personal Reward Points (PRP) credited to their accounts based on the Clinic’s Membership.
      • Only full-time certified employees will receive the monthly bonus PRP, meaning they must complete the required online certification to receive the benefit.
      • This monthly benefit can be redeemed online to buy retail products at a retail price.
  • Funds for each purchase: Buy and Earn
    • Earn PRP for each dollar purchased from the retail store at retail prices and net of discounts and any funds credited.
  • Funds for training: Learn and Earn
    • Earn PRP at the retail store each time you complete training at our online training platform. The amount of funds will depend on the selected training program.
  1. Upgrade and Downgrade
    • The 90-day flex plan option allows the Clinic to upgrade or downgrade one membership level 4 times in the year. The upgrade or downgrade will be applied on the following monthly cycle previous formal notification.
  1. Growth Reward Points
    • Upon purchase of a Membership License any existing Growth Reward Points balance in the Clinic’s account will be converted to funds credited.

 

 

 

 

 

ADDENDUM 2: How we Do Business

 

  1. All SkinHealth Canada products and services are sold to consumers through authorized medical aesthetic clinics who have trained staff that have been individually registered and authorized by SkinHealth Canada. All Clinic Partners are required to ensure that their Staff (Staff
    Accounts) are registered in the SkinHealth Canada system and have completed the training and certification required to deliver the specific products and services offered.
  2. Staff Accounts registered to a specific Clinic Partner Account are entitled to order retail products for personal use at wholesale rates less any eligible discounts. Staff Account products can only be ordered and delivered along with the Clinic Partner main account order.
  3. SkinHealth Canada undertakes to pick, pack and ship all orders within 5 business days following confirmed receipt of order. Any Shipping discount on an order is related to the clinic partner’s purchase volume net of discounts and taxes. During certain winter months some shipments may be expedited at SkinHealth Canada’s expense to avoid any potential product damage. All other shipping is at standard ground
    freight rates unless expedited shipping is requested at the Clinic Partner’s expense.
  4. Any order, or part thereof, which cannot be filled due to being out of stock will be invoiced, back ordered and automatically delivered in the next order on a first-in first-out priority basis. If product cannot be delivered within 15 business days, the invoice may be cancelled on request. Any monies relating to the relevant cancelled order or the unfilled part thereof will be refunded.
  5. SkinHealth Canada is the legal guardian of the product and service brands it represents in Canada. The use of any brand content including but not limited to images, logos or products for any purpose what so ever requires the prior express written approval of SkinHealth Canada.
  6. Due to the active nature of ingredients and no added preservatives most products have optimal use by dates. The use-by-date is a recommended date by which the consumer should use the product to receive the optimal benefit and is not an expiry date beyond which the product should not be used. When planning and purchasing inventory please note the following policy with respect to products that have use-by-dates:
    1. Long Shelf-Life Retail Products are shipped with more than 12 months but no less than 4 months to the end of the labeled optimal use by
    2. Short Shelf-Life (SSL) Retail Products are shipped with more than 4 months but no less than 3 months to the end of the labeled optimal
      use by month.
    3. Long Shelf-Life Professional Products are shipped with more than 12 months but no less than 4 months to the end of the labeled optimal
      use by month date.
    4. Short Shelf-Life (SSL) Professional Products are shipped with more than 4 months but no less than 2 months to the end of the labeled
      optimal use by month date.
  7. All sales are final and returns or exchanges are not accepted. Any product that is incorrectly purchased, defective or causes an unexpected
    skin reaction may be exchanged as follows:
  1. Within 5 business days:If a product is damaged during shipping or shipped by SHC in error, the product may be returned undamaged and in original unopened packaging. Upon receipt a credit will be applied to the Clinic Partner account.
  2. Within 5 business days:If a product is ordered in error, the product may be returned undamaged and in original unopened
    Upon receipt a credit will be applied to the Clinic Partner account less any applicable shipping, handling and restocking fee of 3%.
  3. Faulty or Defective:product must be returned to SkinHealth Canada along with the appropriate manufacturer form. Upon receipt and
    confirmation of an actual product defect, SkinHealth Canada will issue a product replacement (exchange) within 5 business days.
  4. Unexpected Reaction:Any product that causes an unexpected negative consumer skin reaction, may be reported to SkinHealth Canada, and upon review and approval returned for a credit to Clinic Partner account. An appropriate manufacturer form(s) must have been completed along with a clear picture that depicts the reaction.

  • SkinHealth Canada at its sole discretion retains the right to refuse, or, cancel any order, and/or, all future orders by a Clinic Partner. SkinHealth Canada may not be held liable for any form of losses, distress or costs incurred through its actions, nor is SkinHealth Canada
    liable to further explain such action beyond a single explanatory notification of such in writing.
  • SkinHealth Canada acts only as a supplier of products and equipment and may not in any way be held liable for any manufacturing defects, product AND/OR equipment results or effects, or, incorrect usage, storage and cleaning of all products and equipment.
  • SkinHealth Canada reserves the general and exclusive right, at its discretion, to update AND/OR change any of the terms and conditions of this agreement without prior notice. The most current version will always be the binding version. Should it ever become necessary for the Clinic Partner to resolve any grievances or undertake any legal action, the first course of action will be through arbitration, in the province of Ontario, and in accordance with the laws of Canada, unless otherwise agreed to by both parties.

 

Finance Terms

These terms and conditions (the “Terms”) govern your purchase of equipment (the “Goods”) from the e-commerce platform (the “Platform”) of 9057838 Canada Inc., o/a SkinHealth Canada (“Seller”). You are referred to in these terms as the “Buyer”. By agreeing to purchase the Goods, you are
agreeing to be bound by these Terms.

  1. Sale of Goods. Seller shall sell to Buyer, and Buyer shall purchase from Seller, the Goods in the quantities and at the prices (the “Price”) indicated on the Platform or as otherwise communicated to Buyer by Seller, all upon the terms and conditions set forth in these Terms. The Buyer shall pay the Price in accordance with the payment schedule set forth on the Platform.
  2. Late Payment. Late payments hereunder shall bear interest at the lesser of the rate of four percent (4%) per annum, or, if lower, the highest rate permitted under applicable law. Buyer shall reimburse Seller for all costs incurred in collecting any late payments, including, without
    limitation, legal fees on a substantial indemnity basis.
  3. The Goods will be delivered within a reasonable time after the date the purchase of Goods is completed (the “Effective Date”). Seller shall not be liable for any delays, loss, or damage in transit. Seller shall deliver the Goods to the location Buyer has specified on the Platform (the “Delivery Point”) using Seller’s standard methods for packaging and shipping such Goods, at which point the Goods shall be deemed to have been delivered to the Buyer. Title and risk of loss passes to Buyer upon delivery of the Goods at the Delivery Point. If for any reason Buyer fails to accept delivery of any of the Goods, or if Seller is unable to deliver the Goods at the Delivery Point because Buyer has not provided appropriate instructions, documents, licenses or authorizations: (i) risk of loss to the Goods shall pass to Buyer; (ii) the Goods shall be deemed to have been delivered; and (iii) Seller, at its option, may store the Goods until Buyer picks them up, whereupon Buyer shall be liable for all related costs and expenses (including, without limitation, storage and insurance).
  4. In the event that the full Price is not paid on the Effective Date, as collateral security for the payment of the Price, Buyer hereby grants to Seller a security interest in and to all of the right, title, and interest of Buyer in, to and under the Goods, wherever located, and whether now
    existing or hereafter arising or acquired from time to time, and in all accessions thereto and replacements or modifications thereof, as well as all proceeds (including insurance proceeds) of the foregoing. The security interest granted under this provision constitutes a purchase-money
    security interest under the Ontario Personal Property Security Act.
  5. Seller warrants to Buyer that, on delivery, the Goods will be free from material defects in material and workmanship. EXCEPT FOR THE WARRANTY SET FORTH IN THIS SECTION 5, SELLER MAKES NO CONDITION OR WARRANTY WHATSOEVER WITH RESPECT TO THE GOODS, INCLUDING ANY (A) CONDITION OR WARRANTY OF MERCHANTABILITY; OR (B) CONDITION OR WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE; WHETHER EXPRESS OR IMPLIED BY LAW, COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE OF TRADE OR OTHERWISE. THE REMEDIES SET FORTH IN SECTION 5 SHALL BE THE BUYER’S SOLE AND EXCLUSIVE REMEDY
    AND SELLER’S ENTIRE LIABILITY FOR ANY BREACH OF THE LIMITED WARRANTY SET FORTH IN SECTION
  6. Limitation of Liability. IN NO EVENT SHALL SELLER BE LIABLE FOR ANY CONSEQUENTIAL, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE OR AGGRAVATED DAMAGES, LOST PROFITS OR REVENUES OR DIMINUTION IN VALUE, ARISING OUT OF OR RELATING TO ANY BREACH OF THESE TERMS, WHETHER OR NOT THE POSSIBILITY OF SUCH DAMAGES HAS BEEN DISCLOSED IN ADVANCE BY BUYER OR COULD HAVE BEEN REASONABLY FORESEEN BY SELLER, REGARDLESS OF THE LEGAL OR EQUITABLE THEORY (CONTRACT, TORT OR OTHERWISE) UPON WHICH THE CLAIM IS BASED, AND NOTWITHSTANDING THE FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE.EXCEPT WHERE SUCH LIMITATION IS PROHIBITED BY LAW, IN NO EVENT SHALL SELLER’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO
    THESE TERMS OR THE PURCHASE OF GOODS, WHETHER ARISING OUT OF OR RELATED TO BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, EXCEED
    THE TOTAL OF THE AMOUNTS PAID TO SELLER FOR THE GOODS SOLD HEREUNDER.
  7. Platform Pricing. Unless specifically set forth on the Platform, all Prices shown on the Platform are in Canadian dollars and are exclusive of all harmonized sales tax and any other similar taxes, duties and charges of any kind and Buyer shall be responsible for all such charges, costs, and
  8. Entire Agreement. These Terms constitute the sole and entire agreement of the parties with respect to the subject matter contained herein, and supersedes all prior and contemporaneous understandings, agreements, representations, conditions, and warranties, both written and oral, regarding such subject matter.
  9. If any term or provision of these Terms is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability shall not affect any other term or provision of these Terms or invalidate or render unenforceable such term or provision in any
    other jurisdiction.
  10. Amendments and Modifications. No amendment to or modification of these Terms is effective unless it is in writing and signed by each party.
  11. Buyer shall not assign, transfer, delegate, or subcontract any of its rights or obligations under these Terms without the prior written consent of Seller. Any purported assignment or delegation in violation of this Section shall be null and void. No assignment or delegation shall relieve Buyer of any of its obligations hereunder. Seller may at any time assign, transfer, or subcontract any or all of its rights or obligations under these Terms without Buyer’s prior written consent.
  12. Successors and Assigns. These Terms are binding on and enure to the benefit of the parties and their respective permitted successors and permitted assigns.
  13. Governing Law; Choice of Forum. These Terms and all matters arising out of or relating to these Terms or the purchase of Goods, are governed by, and construed in accordance with, the laws of the Province of Ontario, and the federal laws of Canada applicable therein. The parties agree that the United Nations Convention on Contracts for the International Sale of Goods does not apply to the purchase of the Goods. Any legal suit, action, litigation, or proceeding of any kind whatsoever in any way arising out of, from or relating to these Terms shall be instituted in the
    courts of the Province of Ontario. Each party irrevocably submits to the exclusive jurisdiction of the Courts of the Province of Ontario in any such suit, action, litigation or proceeding.
  14. Force Majeure. Any delay or failure of Seller to perform its obligations under these Terms will be excused to the extent that the delay or failure was caused directly by an event beyond the Seller’s control, without the Seller’s fault or negligence and that by its nature could not have been foreseen by the Seller or, if it could have been foreseen, was unavoidable (which events may include natural disasters, epidemics, pandemics, including the 2019 novel coronavirus disease (COVID-19) pandemic, embargoes, explosions, riots, wars, acts of terrorism, strikes, labour stoppages or slowdowns or other industrial or technological disturbances, and shortage of adequate power or transportation facilities).