Terms of Service

  1. Introduction.
    1. These Terms of Service constitute a legally binding agreement between 9766758 Canada Inc. o/a Maritime Law Book. ( Maritime Law Book, we, our, us ) and you ( Customer ) regarding the Services.
    2. You must read these Terms of service and our Privacy Policy before accessing or using any of Maritime Law Book’s Services. When you register with Maritime Law Book, you are required to accept these Terms of Service, including the Privacy Policy. Your acceptance signifies that you have read, understand, acknowledge and agree to be bound by these Terms of Service.
  2. Interpretation.
    1. Definitions: In these Terms of Service, the following terms have the meanings indicated below:
      Authentication ID
      means a security mechanism by which a User identifies herself or himself to the Maritime Law Book System and gains access thereto, including but not limited to, user identification, passwords, digital certificates or any other similar process mechanism for authentication and recognition as determined by Maritime Law Book from time to time.
      Business Day
      means any calendar day except for Saturday or Sunday or any statutory holiday observed in the Province of Ontario.
      Customer
      means the Person that enters into a Service Agreement with Maritime Law Book.
      Customer Content
      means such data, files, documentation and other information that Customer or any of its Users may upload to the Maritime Law Book System.
      Maritime Law Book Parties
      means Maritime Law Book, its officers, directors, employees, legal counsel, representatives, agents or assigns.
      Maritime Law Book Server
      means that computer server located at Maritime Law Book’s premises, or a third party provider of hosting and/or network services, that houses the Maritime Law Book Software.
      Maritime Law Book Software
      means the application computer software in object code format, as described on the Service Agreement and including any enhancements, modifications or changes thereto, in object code format, made by Maritime Law Book.
      Maritime Law Book System
      means the Website, the Software, Maritime Law Book Server and such devices, and peripherals physically located with the Maritime Law Book Server including all associated computer hardware, software, network elements, and electrical and telecommunications infrastructure.
      Service Agreement
      means an agreement entered into by the Parties, from time to time, which provides for the provisioning of Maritime Law Book’s Services and which incorporates the terms and conditions contained in these Terms of Service.
      Party
      means either Maritime Law Book or Customer; and Parties means both Maritime Law Book and Customer.
      Person
      means any individual, sole proprietorship, partnership, unincorporated association, unincorporated syndicate, unincorporated organization, limited liability company, corporation, body corporate, trustee, trust, governmental authority or other entity or organization.
      Registration Information
      means all contact information for the Customer and User, as applicable, that is required to enable the Services.
      Services
      mean those services ordered by Customer from Maritime Law Book pursuant to and as set out in the applicable Service Agreement.
      Territory
      means Canada or such other geographic jurisdiction that may be set out in the applicable Service Agreement.
      Use
      means the right to access, operate and execute.
      User
      means an employee, agent or contractor of Customer who has been authorized by Customer to access and use the Services and to whom Customer has authorized the issuance of an Authentication ID in accordance with Section 5.1, or as may be set out in an applicable Service Agreement.
      User Documentation
      means any user manuals, guides or on-line help facility provided by Maritime Law Book with respect to a Service or the operation and use of the Maritime Law Book Software in relation to such Service.
      Website
      means the website at https://compass.law/ used to offer the Services.
    2. Headings: The division of these Terms of Service into sections and the insertion of headings are for convenience of reference only and shall not affect the construction or interpretation of these Terms of Service or any Service Agreement.
    3. Entire Agreement: These Terms of Service, together with any Service Agreements, our Privacy Policy, agreements and other documents to be delivered pursuant hereto or thereto, constitutes the entire agreement between the Parties pertaining to the subject matter hereof and supersedes all prior agreements, negotiations, discussions and understandings, written or oral, between the Parties. Except as expressly provided in these Terms of Service, there are no representations, warranties, conditions other agreements or acknowledgements, whether direct or collateral, express or implied, that form part of or affect these Terms of Service.
    4. Governing Law: These Terms of Service shall be governed by, and construed and enforced in accordance with, the laws in force in the Province of Ontario (excluding any conflict of laws rule or principle which might refer such construction to the laws of another jurisdiction). The Parties hereto agree to submit to the exclusive jurisdiction of the courts of the Province of Ontario and waive any objection relating to improper venue or forum non conveniens to the conduct of any proceeding in any such court.
    5. Severability: In the event that any provision (or any portion of a provision) of these Terms of Service shall for any reason be held by a court of competent jurisdiction to be invalid, illegal, or unenforceable for any reason, such invalidity, illegality or unenforceability shall not affect any other provision hereof, and these Terms of Service shall be construed as if such invalid, illegal or unenforceable provision (or portion of a provision) had never been contained herein in regards to that particular jurisdiction.
  3. Scope of Agreement.
    1. Appointment: These Terms of Service contemplate that the Parties may enter into one or more Service Agreements for the provision of Services and the license of Maritime Law Book Software in relation to or in conjunction with the provision of the Service, all as set out in the applicable Service Agreement.
    2. Service Agreements: Each Service Agreement is automatically deemed to include all the terms and provisions of these Terms of Service, and all capitalized terms which are defined in these Terms of Service have the same meaning in a Service Agreement, provided that: (a) the Parties may otherwise agree in writing, and (b) whenever the provisions of a Service Agreement conflict with the provisions of these Terms of Service, the provisions of the Service Agreement take precedence over the provisions of these Terms of Service, but only for the purposes of that Service Agreement and the terms and provisions of these Terms of Service are not otherwise amended, modified, cancelled, waived or released.
  4. Services.
    1. Generally: Subject to the terms and conditions contained in these Terms of Service and the applicable Service Agreement, Maritime Law Book shall perform the Services as set out in the applicable Service Agreement in accordance with the terms hereof, the applicable Service Agreement and the policies and procedures in relation to the Service, which are established by Maritime Law Book from time to time.
    2. Maritime Law Book’s Offerings: The following provisions apply to Maritime Law Book’s Services.
      1. Maritime Law Book System: Maritime Law Book shall operate and maintain the Maritime Law Book System and host the Website in accordance with the terms of these Terms of Service and the applicable Service Agreement.
      2. Authentication IDs: Subject to the terms of these Terms of Service and the applicable Service Agreement, from time to time and as requested by Customer, Maritime Law Book will provide Customer with Authentication IDs, which will enable Users, as authorized by Customer, to access the Services through the Website.
      3. Maintenance: From time to time, it will be necessary for Maritime Law Book to perform maintenance on the Maritime Law Book System. Such maintenance includes routine maintenance to ensure the continued provision of the Services through the continued operation of the Maritime Law Book System or upgrading, updating or enhancing the Maritime Law Book System, including the Maritime Law Book Software. Maritime Law Book shall use its commercially reasonable efforts to perform such maintenance at such times to minimize the impact of any downtime of the Maritime Law Book System to Customer. To the extent Maritime Law Book is able; Maritime Law Book shall notify Customer in advance of any scheduled maintenance by posting a message on the Website or by sending an email to the Customer’s designated service manager of the scheduled maintenance time and the anticipated duration of such maintenance.
      4. Changes: Maritime Law Book may, at any time, with or without notice to Customer: (i) add information, products, features or other functionality to the Services; (ii) make changes that are necessary to comply with applicable safety, security or other statutory requirements or orders; (iii) supplement or make changes to its User Documentation and to its rules of operations, access procedures, security and privacy procedures and policies; and (iv) change the type and location of the Maritime Law Book System and all equipment, facilities and software, including the Maritime Law Book Software used by it in providing the Services.
      5. No Legal Advice: Customer acknowledges and agrees that the Maritime Law Book Parties do not provide legal services or legal advice to any Person.
      6. Location: Customer acknowledges and agrees that Maritime Law Book is providing the Services from and in the Province of Ontario.
    3. Data Security: The following provisions address Maritime Law Book’s data security measures.
      1. Security Features: Maritime Law Book System security features include the following elements:
        1. Data Storage: The Maritime Law Book System stores all data in secure locations which do not accept requests or connections from the public internet.
        2. Data Access: Access is granted only after a User has authenticated with the Maritime Law Book System, which handles any necessary encryption and transfers to or from secured locations.
        3. Passwords: Customer acknowledges that in order to maintain security of the Maritime Law Book System, a minimum complexity threshold is necessary for User passwords. The requirements to pass this threshold will be made available to Users of the Maritime Law Book System when necessary. Passwords that do not meet this minimum complexity threshold will not be accepted by the Maritime Law Book System. Maritime Law Book reserves the right to increase this complexity threshold at any time for new passwords, but will not invalidate older passwords. Additionally, passwords should not contain any easily discovered personal information including but not limited to names or birth dates, and should not be a password the User has used in another system. A User must never share their password with anyone else, and Maritime Law Book will never contact a User requesting they provide their password.
      2. Confidentiality: Maritime Law Book maintains strict confidentiality of contact information of the Customers and Users including email addresses and phone numbers ( Contact Information ), at all times. Please refer to our Privacy Policy for our policies and procedures concerning personal information.
      3. No disclosure: Customer acknowledges and agrees that the Maritime Law Book Parties shall not be compelled to do any of the following, under any circumstances or for any reason:
        1. disclose Contact Information;
        2. provide copies of User Content;  
        3. appear in court;
        4. provide evidence to any Person or court; or
        5. provide substitute service for any person.
      4. Costs: Should any of the Maritime Law Book Parties be compelled to appear in court or provide documentation to the Customer or any User, their counsel or agents, the Person instigating such appearance or provision of documentation shall pay the full amount of any costs incurred by the Maritime Law Book Parties ( Costs ).
  5. Customer’s Obligations.
    1. Responsibilities: In addition to Customer’s other obligations contained in these Terms of Service and the applicable Service Agreement, Customer shall:
      1. be responsible for procuring, installing, operating, supporting and maintaining Customer’s systems, including computer hardware and software necessary for Customer and its Users to access and use the Services;
      2. be responsible for procuring and maintaining the necessary communication services;
      3. institute such security procedures and safeguards as Customer deems necessary to prevent the posting, uploading or inclusion of any viruses;
      4. assign, record and control the issuance and use of any Authentication IDs;
      5. be responsible for the accuracy, completeness and adequacy of all Registration Information and Customer Content;
      6. use the Services and the Maritime Law Book System in accordance with the terms of these Terms of Service and the applicable Service Agreement(s); and
      7. comply, at all times, with all applicable legal and regulatory requirements and with Maritime Law Book’s conduct security and Privacy Policies in respect of the use of any Service and the Maritime Law Book System.
    2. Prohibited Activities: Customer shall not:
      1. Use the Services or the Website for improper or unlawful purposes or in contravention of any applicable privacy legislation or to breach any individual’s privacy rights;
      2. Use any Service or the Website to impersonate or portray another Person, to communicate under a false name or name that Customer is not authorized to Use or otherwise engage in false or fraudulent practice(s);
      3. Use any device, software or routine to interfere or attempt to interfere with the proper working of the Website, the Maritime Law Book System or any Service;
      4. take any action that imposes an unreasonable or disproportionately large load on the Maritime Law Book System;
      5. include, or knowingly allow others to introduce viruses to the Maritime Law Book System;
      6. remove any copyright or other proprietary rights notice on the Website, Maritime Law Book Software or any Maritime Law Book documentation; or
      7. intercept or attempt to intercept any messages transmitted to and from the Website that are not intended for Customer.
    3. Customer Content: Customer acknowledges and agrees that Maritime Law Book will not be responsible for the accuracy, completeness or adequacy of any of Customer Content or the results of Customer Content and that Maritime Law Book has no control over any Customer Content or the results of Customer Content.
    4. Passwords: Customer shall control and maintain the security of all Authentication IDs and other identification codes and passwords used by Customer and its Users in relation to the Service and access to the Website, including the Maritime Law Book System.
    5. Use: Customer shall be solely responsible for all instructions, commitments and other actions or communications taken under any of Customer’s Authentication IDs. Customer shall promptly report to Maritime Law Book any errors or irregularities in the Services, Website or the Maritime Law Book System or any unauthorized use of any part thereof and inform Maritime Law Book immediately if any Authentication ID becomes known to any third Person who is not authorized to possess such password.
    6. Breach: Customer acknowledges and agrees that it is solely responsible for any breach of its obligations under these Terms of Service and for the consequences of any such breach, including any loss or damage suffered by Maritime Law Book or any other Person.
    7. Indemnity: Without limiting any other provision of these Terms of Service, Customer hereby indemnifies and holds harmless Maritime Law Book from any actions, claims, suits, proceeding or damages made against Maritime Law Book from a third Person as a result of any use of Customer’s Authentication IDs, whether or not such use is authorized by Customer.
  6. Grant of Licences.
    1. Maritime Law Book Software: Subject to the terms and conditions contained in these Terms of Service and in the applicable Service Agreement and for the duration of the applicable Service Agreement Term, Maritime Law Book hereby grants to Customer a personal, non-exclusive, non-transferable right for the purpose of accessing and using the applicable Service and within the Territory to: (a) Use the Maritime Law Book Software, as set out and described in the applicable Service Agreement; and (b) access and display the associated User Documentation; (collectively the Licence ).
    2. Restrictions on Use: Any rights not granted herein are strictly reserved by Maritime Law Book. Customer shall not use the Maritime Law Book Software or the User Documentation or any part thereof except as expressly granted herein. Without limiting the generality of the foregoing, Customer shall not: (i) knowingly permit any unauthorized Person to access or use the Service, the related Maritime Law Book Software, Website, the Maritime Law Book System, or any part thereof or User Documentation; (ii) re-license, sublicense, lease or rent the use of the Maritime Law Book Software, Website, the Maritime Law Book System and/or the User Documentation to any third Person; or (iii) download or attempt to obtain from the Website any Maritime Law Book Software. Customer shall not, and shall not permit others to, reverse engineer, decompile, disassemble or translate the Maritime Law Book Software or otherwise attempt to view, display or print the Maritime Law Book Software’s source code.
    3. Grant by Customer: Customer hereby grants to Maritime Law Book a royalty-free, non-exclusive, non-transferable right and licence for the duration of the applicable Service Agreement Term to use, copy, store and display Customer Content for the purpose of enabling Maritime Law Book to perform the applicable Services thereunder and to use, copy, store, display and manipulate Customer Content on an aggregated and anonymous basis for the purposes of improving or developing enhancements to Maritime Law Book’s Services or additional products.
  7. Ownership.
    1. Maritime Law Book’s Ownership: Customer acknowledges and agrees that, as between Customer and Maritime Law Book, Maritime Law Book or its licensors own all worldwide right, title and interest, including all Intellectual Property Rights, in and to the Maritime Law Book System and all components contained therein, including the Maritime Law Book Software, User Documentation and any modifications or extensions thereto and, unless otherwise stated in the applicable Service Agreement. Customer does not acquire any rights, title or ownership interests of any kind whatsoever, express or implied, in any of the foregoing or any modifications or extensions thereto other than the Licence granted herein. Customer shall not copy the Maritime Law Book Software or User Documentation for anyone other than a User unless otherwise stated in the applicable Service Agreement.
    2. Customer’s Ownership: Maritime Law Book acknowledges and agrees that all worldwide right, title and interest including, all Intellectual Property Rights in and to the Customer Content shall be the exclusive property of Customer. Maritime Law Book does not acquire any rights, title or ownership interest of any kind whatsoever, express or implied, in any of the Customer Content, except for the license granted pursuant to Section 6.3.
  8. Fees.
    1. Fees and Payment Terms: In consideration of Maritime Law Book performing the Services and granting the License herein, Customer shall pay Maritime Law Book the amounts as set out in the Service Agreement (the Fees ). Payment terms for each Fee shall be as set forth in the applicable Service Agreement.
    2. Interest on Late Payments: Where Customer fails to pay any amount when due, Maritime Law Book shall have the right, in addition to any other rights or remedies available to it, to charge, and Customer shall pay, interest on such overdue amounts at the rate of one and half percent (1.5%) per month calculated daily, compounded monthly (nineteen and fifty-six hundredths percent (19.56%) per annum).
    3. Taxes: In addition to the other amounts payable under these Terms of Service, Customer shall pay all sales, use, value added or other taxes which are levied or imposed by reason of the transactions arising from these Terms of Service and each Service Agreement.
  9. Term.
    1. The term of these Terms of Service shall commence on the Effective Date and shall continue until terminated in accordance with the provisions of Section 10.0 (the Term ).
  10. Termination.
    1. Suspension of Services: In addition to any other remedy hereunder or at law, in the event that Customer does not pay the Fees, Costs, or any portion thereof, when due, Maritime Law Book may immediately suspend Customer’s right to receive the Service that is subject to the payment default and any other Service ordered by Customer regardless as to whether Customer has or has not paid the Fees or Costs.
    2. Customer Right to Terminate: Subject to Sections 10.5 and 10.7, Customer may terminate a Service Agreement without prejudice to enforcement of any other legal right or remedy, upon giving written notice of such termination if Maritime Law Book breaches any material provision of such Service Agreement, including any provision of this Master Agreement in relation to such Service Agreement and such breach continues for a period of thirty (30) days after delivery of a written notice by Customer requiring Maritime Law Book to correct such failure.
    3. Maritime Law Book Right to Terminate: Subject to Sections 10.5 and 10.7 Maritime Law Book may terminate a Service Agreement or all Service Agreements and these Terms of Service and the rights granted hereunder and under each Service Agreement without prejudice to enforcement of any other legal right or remedy, immediately upon giving written notice of such termination if:
      1. Customer fails to pay in full any Fees, Costs or other sum owing by it under these Terms of Service and the applicable Service Agreement by the due date thereof and such failure continues for a period of ten (10) days after delivery of a written notice by Maritime Law Book requiring Customer to correct such failure;
      2. Customer infringes the Maritime Law Book’s intellectual property rights or breaches Sections 5.2(a) or 5.2(b);
      3. Customer breaches any other material provision of these Terms of Service and such breach continues for a period of thirty (30) days after delivery of a written notice by Maritime Law Book requiring Customer to correct such failure; or
      4. Customer becomes or is adjudicated insolvent or bankrupt, admits in writing its inability to pay its debts as they mature, or makes an assignment for the benefit of creditors; or Customer applies for or consents to the appointment of any receiver, trustee or similar officer for it or for all or any substantial part of its property; or such receiver, trustee or similar officer is appointed without the consent of Customer; or Customer institutes any bankruptcy, insolvency, reorganization, moratorium, arrangement, readjustment or debt, dissolution, liquidation or similar proceeding relating to it under the laws of any jurisdiction, or any such proceeding is instituted against Customer and is not dismissed within thirty (30) days; or any judgment, writ, warrant or attachment or execution of similar process is issued or levied against a substantial part of Customer’s property and remains unsatisfied for thirty (30) days.
    4. Termination of these Terms of Service: Provided that there is no Service Agreement outstanding and in effect and subject to Section 10.7, either Party may terminate these Terms of Service at any time by giving the other Party notice of such termination.
    5. Effect of Termination: Upon the termination or expiration of a Service Agreement for any reason:
      1. Customer shall download any and all Customer Content contained on the Maritime Law Book System in relation to such Service Agreement and store such Customer Content on Customer’s systems;
      2. Maritime Law Book shall terminate and invalidate any Authentication IDs associated with Customer in relation to such Service Agreement;
      3. Maritime Law Book shall destroy any copies of the Customer Content contained in the Maritime Law Book System in relation to such Service Agreement;
      4. Maritime Law Book shall discontinue providing the Service that is the subject of the Service Agreement and Customer shall immediately discontinue use of the related Maritime Law Book Software and User Documentation to be used in conjunction with such Service; and
      5. Customer shall pay to Maritime Law Book the full amount of all Fees payable under such Service Agreement as of the date of termination, if any, whether invoiced or not (including any amounts due as late payment charges), and any other monies owing to Maritime Law Book thereunder.
    6. Customer acknowledges and agrees that its access to the Service under such Service Agreement will be terminated upon the termination or expiration of the applicable Service Agreement and that if Customer fails to download the Customer Content from the Maritime Law Book System in a timely manner, it may not have access to such information or such information may be destroyed by Maritime Law Book in accordance with the terms of this Section 10.5. It is Customer’s responsibility to download and obtain all Customer Content prior to the expiration or termination of the applicable Service Agreement. Maritime Law Book shall have no responsibility, or any liability to Customer, for maintaining or providing to Customer the Customer Content or any portion thereof after the termination or expiration of the applicable Service Agreement.
    7. Survival of Covenants: Notwithstanding the termination of a Service Agreement or these Terms of Service for any reason, the covenants set out in this Section 10.7 and in Sections 2.4, 2.5, 6.3, 7.0, 8.2, 10.5, 11.0, 12.0, and 13.0 of these Terms of Service shall survive any such termination.
    8. Waiver: The waiver by either Party of a breach or default of any provision of these Terms of Service or a Service Agreement by the other Party shall not be effective unless in writing and shall not be construed as a waiver of any succeeding breach of the same, of any other provision, nor shall any delay or omission on the part of either Party to exercise or avail itself of any right, power or privilege by such Party.
  11. Limited Warranty.
    1. Warranty: Maritime Law Book warrants to Customer that Maritime Law Book shall perform, or cause to be performed, the Services in a professional and timely manner, in accordance with the applicable Service Agreement and applicable industry standards.
    2. Remedy: For any breach of the warranty contained in Section 11.1, Customer’s exclusive remedy and Maritime Law Book’s entire liability and sole obligation, shall be, to the best of it’s Maritime Law Book’s ability, re-perform the Service that is the subject of the breach of the warranty. If Maritime Law Book is unable to re-perform the Service which is the subject of the breach of the warranty, Maritime Law Book may, at its discretion, refund in whole or in part, the fees associated with the time period of the breach.
    3. OTHER THAN THE LIMITED WARRANTY PROVIDED IN SECTION 11.1, CUSTOMER EXPRESSLY AGREES THAT OUR SERVICES ARE PROVIDED AS IS AND AS AVAILABLE. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY CUSTOMER FROM MARITIME LAW BOOK SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THESE TERMS OF SERVICE. MARITIME LAW BOOK FURTHER EXPRESSLY DISCLAIMS ALL WARRANTIES AND CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE (EVEN IF CUSTOMER HAS ADVISED MARITIME LAW BOOK OF THAT PURPOSE) AND NON-INFRINGEMENT.
  12. Limitation of Liability.
    1. Consequential Damages:
      IN NO EVENT SHALL MARITIME LAW BOOK BE LIABLE FOR ANY LOST REVENUE, LOST PROFITS, OR ANY CONSEQUENTIAL, INCIDENTAL, EXEMPLARY OR PUNITIVE DAMAGES EVEN IF ADVISED IN ADVANCE OF THE POSSIBILITY OF SUCH DAMAGES.
    2. Limitation of Direct Damages:
      IN RESPECT OF ANY CLAIM, DEMAND OR ACTION BY CUSTOMER AGAINST MARITIME LAW BOOK OR ANY OF ITS EMPLOYEES, DIRECTORS, OFFICERS, OR AGENTS WHETHER BASED IN CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, INCLUDING A BREACH BY MARITIME LAW BOOK OF ANY OF ITS OBLIGATIONS UNDER THIS MASTER AGREEMENT (WHETHER OR NOT A FUNDAMENTAL BREACH), CUSTOMER’S EXCLUSIVE REMEDY SHALL BE TO RECEIVE FROM MARITIME LAW BOOK PAYMENT FOR ACTUAL AND DIRECT DAMAGES TO A MAXIMUM AGGREGATE AMOUNT EQUAL TO THE AMOUNT OF FEES PAID OR OTHERWISE PAYABLE BY CUSTOMER TO MARITIME LAW BOOK PURSUANT TO THE APPLICABLE SERVICE AGREEMENT WHICH IS THE SUBJECT MATTER OF SUCH CLAIM, DEMAND OR ACTION IN THE SIX (6) MONTHS PRECEDING THE EVENT THAT AROSE THE CLAIM, DEMAND OR ACTION EXCLUDING ANY FEES PAID ON ACCOUNT OF THIRD PARTY CHARGES.
  13. Indemnities.
    1. Maritime Law Book’s Indemnity: Maritime Law Book shall defend at its own expense any claim, proceeding or suit (referred to as a Claim ) brought against Customer to the extent such Claim alleges that the Maritime Law Book Software furnished hereunder infringes any Canadian copyright, patent or registered trade-mark of a third Person, and will indemnify and pay all damages which by final judgment or settlement may be assessed against Customer on account of such infringement, provided that Maritime Law Book is given:
      1. prompt written notice of the Claim or of any allegations or circumstances known to Customer which could result in a Claim;
      2. all reasonable information and assistance from Customer, at Maritime Law Book’s expense, which Maritime Law Book may require to defend the Claim;
      3. sole control of the defence of the Claim, and all negotiations for its settlement or compromise thereof; and
      4. that the alleged infringement does not result from any non-permitted uses, alterations, modifications or enhancements carried out by Customer or on its behalf by a third Person.
      If such Claim has occurred, or in Maritime Law Book’s opinion is likely to occur, Customer agrees to permit Maritime Law Book at its option and expense, either to procure for Customer the right to continue using the Maritime Law Book Software or to replace or modify the Maritime Law Book Software so that it becomes non-infringing without loss of functionality, or if none of the foregoing alternatives is reasonably available and at Maritime Law Book’s discretion, require Customer to discontinue use of the Maritime Law Book Software. The foregoing states the entire obligations of Maritime Law Book with respect to any infringement of Intellectual Property Rights of any third Person.
    2. Customer’s Indemnity: Customer, at Customer’s expense, shall defend, indemnify and hold harmless Maritime Law Book, its Affiliates, directors, officers, employees and agents, from and against any Claim brought against Maritime Law Book to the extent such Claim:
      1. alleges, directly or indirectly that any Customer Content or any business and/or functional requirements provided to Maritime Law Book by Customer infringes any Canadian copyright, patent or registered trade-mark of a third Person; or
      2. is in relation to Customer’s use of any Service, except to the extent as Maritime Law Book has indemnified Customer pursuant to Section 13.1; provided that Customer is given:
        1. prompt written notice of the Claim or of any allegations or circumstances known to Maritime Law Book which could result in a Claim;
        2. all reasonable information and assistance from Maritime Law Book, at Customer’s expense, which Customer may require to defend the Claim; and
        3. sole control of the defence of the Claim, and all negotiations for its settlement or compromise thereof.
  14. Force Majeure.
    1. Force Majeure: Except for any obligation to make payments, any delay or failure of either Party to perform its obligations under these Terms of Service or under any Service Agreement attached hereto shall be excused if, and to the extent, that the delay or failure is caused by an event or occurrence beyond the reasonable control of the Party and without its fault or negligence, such as, by way of example and not be way of limitation, acts of God, action by any governmental authority (whether valid or invalid), fires, flood, wind storms, explosions, riots, natural disasters, wars, terrorist acts, sabotage, labour problems (including lock-outs, strikes and slowdowns), or court order injunction or order; provided that written notice of delay (including anticipated duration of the delay) shall be given by the affected Party to the other Party within ten (10) days of the affected Party first becoming aware of such event. If requested by the unaffected Party, the affected Party shall, within ten (10) days of request, provide adequate assurances that the delay shall not exceed ninety (90) days. In the event that the force majeure event lasts for ninety (90) days or longer, either Party shall have the option to terminate these Terms of Service upon written notice to the other and neither Party shall be liable to the other.
  15. Disputes.
    1. Dispute Escalation: The Parties shall use the defined escalation path set out herein for resolution of disputes related to the provisions of the Services or these Terms of Service or the applicable Service Agreement. Unless the dispute arises from the non-payment by the Customer of any Fees, while the dispute or issues resolutions proceedings described in this section are ongoing, both Parties shall continue to comply with their obligations under these Terms of Service and the applicable Service Agreement.
      1. First, the Parties respective service managers shall meet and make every effort to mutually resolve all issues and address any issues, problems or complaints before further escalation. If they cannot mutually agree upon a resolution within ten (10) Business Days of the matter being raised by either Party, then either Party may escalate the matter to their accountable executives.
      2. Second, the Parties’ respective accountable executives shall meet, within five (5) Business Days of such escalation, and make every effort to mutually resolve all issues and address any issues, problems or complaints before further senior escalation. If they cannot mutually agree upon a resolution within ten (10) Business Days, or such longer period as they may agree, the Parties’ accountable executives shall further escalate to the appropriate senior executives within their respective organizations.
      3. Lastly, the appropriate senior executives within each of Maritime Law Book and Customer shall meet to mutually address and resolve the issue or proceed with any alternative dispute resolution mechanism they may agree on.
      4. Either Party may pursue its legal remedies, including through the bringing of any claim or other legal process, following referral of the matter to the senior executives by the Party’s accountable executive, or as otherwise required to preserve legal or other rights or seek injunctive relief.
      Should the dispute arise in whole or in part from the non-payment by the Customer of any Fees, Maritime Law Book may, at its discretion, cease providing the Services hereunder.
  16. General.
    1. Obtaining Consent: To obtain Maritime Law Book’s consent for any of the actions for which consent is required under these Terms of Service, send an email to info@compass.law . Maritime Law Book’s consent is valid solely in writing. Maritime Law Book reserves the right, in its sole discretion, to refuse any such requests.
    2. Assignment: Customer may transfer these Terms of Service to a third Person in connection with any acquisition of all or substantially all of Customer’s business or its assets, on condition that the transferee is bound by these Terms of Service, and Maritime Law Book is provided with written notice of the transfer.
    3. Modification: These Terms of Service and each Service Agreement may be amended only upon written agreement by both Parties.
    4. No Agency: Nothing herein shall be deemed to constitute either Party as an agent, representative or employee of the other Party, or both Parties as joint venturers or partners for any purpose. Each Party shall act solely as an independent contractor and shall not be responsible for the acts or omissions of the other Party. Neither Party will have the authority or right to represent or obligate the other Party in any way.
    5. Language: The Parties hereto have expressly required that the present agreement be drawn up in the English language. / Les Parties aux présentes ont expressément exigé que la présente convention soit rédigée en langue anglaise.