Client TERMS AND CONDITIONS

PURCHASE OF SERVICES.

Citizen agrees to provide marketing and advertising services, including under Citizen’s Client Approved Program (the “CAP”), as more particularly described, and on the cost, terms and conditions set forth on Exhibit A (such scope of services, together with the CAP, collectively referred to herein as the “Services”). Following acceptance of this Agreement by Client, Citizen will set up an onboarding call with Client to activate the program. Nothing in this Agreement shall be deemed to require Citizen to undertake any act or perform any services which in its good faith judgment would be misleading, false, libelous, unlawful, in breach of a contract, or otherwise prejudicial to Client’s or Citizen’s interests.

PAYMENT.

Citizen will submit to Client, on the 1st day of each month, fees for the Services to be rendered to Client pursuant to Section 1 hereof for such month, together with the cost of any media, stock photography or similar items necessary to provide the Services at net cost. Client agrees to pay the amount due to Citizen within thirty (30) days after receipt of each invoice. Citizen and Client agree that any amounts paid for Services or costs that were not rendered within such month will be credited against the next month’s bill, except in the event that Client requests a refund for such amounts, in which case such amounts will be refunded to Client within fifteen (15) days thereafter. Unless otherwise stated in Exhibit A, all fees payable by Client exclude applicable federal, provincial, use, value-added and local taxes. The Client shall pay to Citizen the amount of any such tax.  In the event payments are not received by Citizen within thirty (30) days after becoming due, Citizen may: (a) charge interest on any such unpaid amounts at a rate of one percent (1%) per month or, if lower, the maximum amount permitted under applicable law, from the date such payment was due until the date paid; and (b) suspend performance for all Services until payment has been made in full. The parties agree that after the initial twenty-four (24) months of the Term, Citizen may on an annual basis increase its standard fee rates specified in Exhibit A; provided, that the amount of such increase shall not exceed the greater of: (y) the percentage rate of increase for the immediately preceding 12-month period in the Consumer Price Index (all items) for Canada, as published by Statistics Canada; and (z) no greater than five (5%) percent.

TERM.

This Agreement will commence on the Effective Date and shall continue in full force and effect until terminated by Client or Citizen in accordance with the Termination section below (“Term”). During the Term, Client may wish to assign additional products or services to Citizen beyond the scope contemplated in the Services herein. Citizen will accept such additional products and services to the extent feasible, provided, however, that the parties agree that Citizen shall be obligated to perform such additional products and services only after Citizen has provided Client with a project cost estimate and defined scope of work in advance by Citizen, and the same is agreed to in writing by Client prior to such additional work starting.

TERMINATION.

1. By Citizen. Citizen may unilaterally terminate this Agreement by giving twenty-four (24) hours written notice to Client upon the occurrence of either (i) commission of a material breach of this Agreement by Client, which breach is not rectified within fourteen (14) days of receipt of written notice of such breach (without limiting the generality of the foregoing, non-communication by Client after four (4) documented communication attempts by phone, email, or electronic communication within fourteen (14) days of first attempt shall constitute a material breach of this Agreement); or (ii) voluntary or involuntary cessation of business by Client by way of bankruptcy or otherwise. Should Citizen terminate the Agreement as outlined above, Citizen shall be entitled to seek further equitable relief, if required. Citizen may also terminate this Agreement at any time for convenience upon providing Client with thirty (30) days’ prior notice without payment of any termination fees or penalties.
2. By Client. Client can terminate this Agreement at any time for convenience upon providing Citizen with ninety (90) days’ prior notice; provided, however, in the event Client no longer manages a particular property, Client may terminate the Services as to that property only upon thirty (30) days’ prior notice. In the event Client exercises its right of termination pursuant to this Section 4.b., in addition to any outstanding fees owed at the effective date of termination, Client shall pay Citizen, as liquidated damages and not a penalty, a sum equal to the total amount of fees that would otherwise be due and owing for the Website Services (as defined in Exhibit A) for the remainder of the minimum commitment for the Website Services as specified in Exhibit A.
3. Payment. For greater certainty, should this Agreement by terminated for any reason, all fees, charges and expenses incurred for Services rendered to the date of termination shall become immediately due and payable by the Client to Citizen.

COLLABORATION.

Client shall be granted a reasonable period of time to provide input and responses, which shall be mutually agreed upon by both Citizen and Client. Such timeline shall be established in good faith by Client and Citizen, taking into consideration the nature and complexity of the specific portion of the Services. Client shall use commercially reasonable efforts to provide Citizen with requested information that is reasonably required to launch the Services. Client further acknowledges and agrees that Citizen will not be responsible nor liable for any delays in delivery of the Services to the extent directly caused by Client’s failure to provide the requisite information within the specified timeline. Client shall make available to Citizen any equipment, material, information, data and facilities as Citizen may reasonably require to carry out its obligations and shall provide Citizen with timely access to appropriate members of Client’s staff as may be reasonably required by Citizen for the provision of the Services.

CONFIDENTIALITY.

1. Each party (the “Receiving Party”) agrees to hold the other party’s (the “Disclosing Party”) Proprietary or Confidential Information in strict confidence. “Proprietary or Confidential Information” shall include, but is not limited to, information the Disclosing Party uses to administer its business, written or oral contracts, trade secrets, know-how, business methods, business policies, memoranda, records, computer retained information, social media access and authorization information, notes, work processes, policies and procedures, property-specific information, performance metrics of managed properties and financial information disclosed by the Disclosing Party which, at the time of disclosure is designated as confidential (or like designation), is disclosed in circumstances of confidence, or would be understood by the parties, exercising reasonable business judgment, to be confidential. Proprietary or Confidential Information shall not include any information which: (a) is or becomes generally known to the public by any means other than a breach of the Receiving Party’s obligations hereunder; (b) was previously known to the Receiving Party or rightly received by the Receiving Party from a third-party; (c) is independently developed by the Receiving Party without reference to or reliance on any Proprietary or Confidential Information; or (d) is required to be disclosed by court order or other lawful process.
2. The Receiving Party agrees not to make the Disclosing Party’s Proprietary or Confidential Information available in any form to any third-party or to use the Disclosing Party’s Proprietary or Confidential Information for any purpose other than as specified in this Agreement without the Disclosing Party’s express, written consent. Client’s and Citizens’ respective Proprietary or Confidential Information shall remain the sole and exclusive property of that particular party.
3. Each party’s obligations under this Section 6 shall survive for seven years from the date of disclosure to or access by the Receiving Party. However, to the extent any of the Disclosing Party’s Proprietary or Confidential Information constitutes a trade secret as defined under applicable law and the Disclosing Party has advised the Receiving Party of such in writing, the Receiving Party shall extend the protections of this Section until such Proprietary or Confidential Information no longer constitutes such a trade secret.
4. Within ten (10) days after the termination or expiration of this Agreement, the Receiving Party shall return to the Disclosing Party all of the Disclosing Party’s Proprietary or Confidential Information (and any copies thereof) in their respective possession, including packaging of all paid for assets delivered, or, with the written consent of the Disclosing Party, destroy all such Proprietary or Confidential Information.
5. Client hereby affirms and declares and ensures that protected data, including but not limited to personal health information, shall not be included in Client’s Confidential Information or otherwise made available to Citizen pursuant to this Agreement in connection with the Services.

TRADEMARKS AND INTELLECTUAL PROPERTY.

1. Client acknowledges that it is not authorized to use Citizen’s name or any of its trademarks without the prior written consent of Citizen. Client shall not reproduce the same without Citizens’ prior written consent.
2. All documentation and other work product prepared specifically for Client (the “Client Work Product”), which has been paid in full, shall be the property of Client. Client may use any such materials in any manner without obligation to pay any additional compensation to Citizen. 
3. Except to the extent of Client’s rights contained in the Client Work Product, Client acknowledges and agrees that all right, title and interest in and to the Services, as well as any amendments, modifications or improvements made thereto by Client or Citizen, are owned by Citizen or its licensors. If Client acquires any rights in the Services by operation of law or otherwise, Client hereby irrevocably assigns such rights to Citizen without further action by either party.
4. Client understands that when Citizen uses material in connection with provision of the Services, for which Citizen does not have complete continuing ownership, such as for stock photography and material provided using people for which talent agreements are in place, Client may be required to pay an additional fee for the continued use of that material to the stock photography company, talent, or other company, to compensate for the additional or further use of the photos, talents, or other such material used by the Client. Citizen will inform Client of which assets are subject to future fees. 
5.  Any intellectual property of Citizen owned or licensed by Citizen before starting the Services or independently of the Services (“Citizen Background IP”) shall remain the exclusive property of Citizen and shall be deemed to be the Confidential Information of Citizen. All right, title, interest in and ownership of, to any intellectual property conceived, created, developed or reduced to practice contained in the Client Work Product developed by Citizen in the course of performing the Services (“Arising IP”), shall vest in Citizen.  In respect of Arising IP and any Citizen Background IP incorporated in the Client Work Product, Client is hereby granted a non-exclusive, non-transferable, royalty-free, worldwide, perpetual license to use such Arising IP and Citizen Background IP solely to the extent necessary to use and exploit the Client Work Product in connection with its own operations. 
6. Nothing in this Agreement shall prevent Citizen from providing to a third party the same or similar Services as those provided to Client pursuant to this Agreement.

PRIVACY PROVISIONS.

Any personal information provided by Client will be used to enable Citizen to meet its obligations under this Agreement and to provide the Services. Personal information may be shared with affiliates, agents or contractors of Citizen as necessary to perform the Services to be provided to Client. Each party shall comply with any applicable privacy legislation or regulation, including, without limitation, the Personal Information Protection Act (Alberta) in the collection, use or disclosure of personal information (as defined in the aforementioned Act). Each party shall obtain the necessary consents in order to provide the other party any personal information necessary to perform its obligations hereunder.. Some of Citizens’ affiliates, agents or contractors are located in the United States of America and Canada. As such, personal information may be subject to foreign laws, which may require disclosure of personal information to government agencies in the United States of America and Canada.

THIRD PARTY CONTENT.

Client acknowledges and agrees that Citizen may aggregate, display and publish third-party content related to Client, as well as publish Client’s content to third-party partners of Citizen. Further, Client acknowledges and agrees that Citizen shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with third-party content or the publishing of Client’s content to third-party partners. Client releases and saves harmless Citizen from all liability with respect to third-party content or the publishing of Client’s content to third-party partners.  

CLIENT’S WARRANTY.

Client warrants that it is authorized to publish the digital advertising. Client warrants that it, or its applicable affiliate, holds all permits or licenses that it advertises that it holds or that are necessary to enter into this Agreement and perform its obligations hereunder. Client further warrants that, to its knowledge, it holds all the rights to use the trademarks or trade names included in digital advertisements and that such use does not violate any provision of any law or statute, including the Trademarks Act (Canada), the Copyright Act (Canada) and any other law or statute relating to intellectual property, privacy, or electronic communications.

NO WARRANTY OF SUCCESS FOR CLIENT.

Client acknowledges that, in order to promote Client’s products and services, Citizen may convey data, including statistics, including estimates of performance, which illustrate the results obtained by certain Citizen clients, or average results obtained by certain groups of Citizen clients. Client also acknowledges that such data is conveyed solely for informational purposes, that Citizen does not conduct any analysis regarding Client’s business and that consequently, the results obtained by Client may vary considerably from client to client.

CITIZEN WARRANTY; DISCLAIMER.

Citizen warrants that it will perform the Services in a diligent, skillful and professional manner, in compliance with applicable law and industry standards, and according to the descriptions of the Services set forth herein. Except as expressly provided in the section, Client acknowledges and agrees that Citizen makes no representations or warranties of any kind, whether expressed or implied, including any implied warranty of merchantability, non-infringement, fitness, condition, design or operation, including for a particular use, of the Services. The Services are offered on an “AS IS” basis. Client’s exclusive remedy for any breach of the warranty in this Section 12 shall be for Citizen to use reasonable efforts to cure such breach or failing such cure in a reasonable period of time, to return any fees paid to Citizen with respect to the Services giving rise to such breach.

LIMITATION OF LIABILITY.

Citizens’ cumulative liability pursuant to this Agreement will be limited to the sum of the fees actually paid pursuant to this Agreement during the last twelve (12) months. Citizen shall not in any event be liable to Client for special, incidental, exemplary, indirect, reliance, punitive or consequential damages (including, without limitation, damages for loss of business, loss of profits, business interruption, loss of data, lost savings or other similar pecuniary loss) whether arising from contract (including fundamental breach), tort (including negligence) or any other theory of liability. The parties acknowledge and agree that this limitation of liability is an essential basis of the bargain for this Agreement, and absent the same Citizen would be unable to perform the Services contemplated herein or in any applicable Services for the charges agreed upon.

INSURANCE; INDEMNITY.

1. Each party agrees to carry, at its own expense, professional and general liability insurance coverage in amounts not less than $1 million coverage.
2. Client will indemnify, defend, and hold harmless Citizen, its parents, subsidiaries, and affiliated companies, and its and their respective employees, officers, directors, shareholders, and agents (each a “Citizen Indemnitee”) from and against any and all loss incurred by a Citizen Indemnitee based upon or arising out of any third-party’s claim, allegation, demand, suit, or proceeding (each a “Claim”) made or brought against any Citizen Indemnitee to the extent that such Claim is based upon, arises out of, or is in connection with :
   1. the inaccuracy of any information supplied by Client or its agents to Citizen including, without limitation, information concerning Client’s products and services, the products or services of Client’s competitors or Client’s product or service category;
   2. the non-compliance with any applicable laws by Client or its representatives;
   3. the use of any marketing, branding, research, advertising, packaging, trademark, software, hardware or other materials, or components thereof, furnished by Client or its agents to Citizen to be included in any materials or media placements;
   4. the use of any materials or data provided or created by Citizen and changed by Client or its agents or used in a manner different from that agreed by the parties;
   5. risks or restrictions known by Client where Client nonetheless elected to proceed;
   6. death, personal injury, or product liability (including health and safety) claims or actions arising from the use of Client’s products and services;
   7. the unauthorized or improper use of materials or the marks by Client, Client’s designees, licensees, distributors, franchisees or Client’s affiliates;
   8. claims brought by Client’s employees for employment discrimination, other employment or labor disputes, breach of contract, personal injury or other civil law matters, or claims brought by those parties with whom Client has a contractual or supplier relationship;
   9. any material breach of the terms of this Agreement by, or any act of omission of, Client or its agents or employees; and
   10. the negligence, gross negligence, bad faith, or intentional or willful misconduct of Client or its employees, agents or Client affiliates.
3. Citizen will indemnify, defend, and hold harmless Client, its parents, subsidiaries, and affiliated companies, and its and their respective employees, officers, directors, shareholders, and agents (each a “Client Indemnitee”) from and against any and all loss incurred by a Client Indemnitee based upon or arising out of or in connection with:
   1. any alleged or actual breach of applicable laws, regulations, or ethical rules governing legal marketing and advertising committed by Citizen;
   2. claims brought by Citizen’s employees for employment discrimination, other employment or labor disputes, breach of contract, personal injury or other civil law matters, or claims brought by those parties with whom Citizen has a contractual or supplier relationship; and
   3. the negligence, gross negligence, bad faith, or intentional or willful misconduct of Citizen or its employees, agents or Citizen affiliates.

1. MISCELLANEOUS.
   1. Independent Contractor. Citizen shall perform the services under this Agreement as an independent contractor and shall not be treated as an employee of Client for federal, state, provincial or local tax purposes or for any other purposes. Nothing herein shall be deemed or construed to create a joint venture, partnership, Citizen, or employee/employer relationship between the parties hereto for any purpose, including but not limited to taxes or employee benefits. Citizen shall not have any right, power or authority to create any obligation, express or implied, or make any representation, on behalf of Client except as Citizen may be expressly authorized in advance in writing from time to time by Client, and then only to the extent of such written authorization.
   2. Notices. Any notice pursuant to this Agreement shall be given in writing by (a) personal delivery, (b) reputable overnight delivery service with proof of delivery, (c) postage prepaid, registered or certified mail, return receipt requested, or (d) electronic mail, sent to the intended addressee at the address set forth below, or to such other address or to the attention of such other person as the addressee shall have designated by written notice sent in accordance herewith. Any notice so given shall be deemed to have been given upon receipt or refusal to accept delivery, or, in the case of electronic mail, as of the date of the electronic mail provided that an original of such electronic mail is also sent to the intended addressee by means described in clauses (a), (b) or (c) above. All notices sent under this Agreement shall be deemed to have been received by the Party to whom such notice is sent upon delivery to the address or electronic mail of the recipient party, or the date of attempted delivery of such notice if such recipient refuses delivery of such notice. 
   3. Assignment. Neither party may assign or transfer this Agreement or any rights or obligations hereunder without the prior written consent of the other party, which consent will not be unreasonably withheld. Each Party may assign its rights under this Agreement to any affiliate, subsidiary or parent of that Party or to any entity acquiring all or substantially all of the assets of that Party or to any entity into which that Party may be liquidated, merged, or consolidated.
   4. Successors and Assigns. Subject to Section 15(c), this Agreement shall be binding upon the parties hereto and their respective heirs and permitted successors, and assigns, each of whom shall be entitled to enforce performance and observance of this Agreement, to the same extent as if such heirs, successors, and assigns, were parties, hereto.
   5. Third Party Beneficiaries. This Agreement shall not confer any rights or remedies on any person other than (i) the parties and their respective successors and permitted assigns, and (ii) any indemnitee to the extent such indemnitee is expressly provided any right of defense or indemnification in this Agreement.
   6. Rules of Construction. The following rules shall apply to the construction and interpretation of this Agreement:
      1. The headings in this Agreement are solely for convenience of reference and shall not constitute a part of this Agreement nor shall they affect its meaning, construction or effect.
      2. Each Party and its counsel have had the opportunity to review and revise this Agreement and have participated in the preparation of this Agreement, and therefore any rules of construction requiring that ambiguities are to be resolved against the party which drafted the Agreement or any exhibits hereto shall not be applicable in the construction and interpretation of this Agreement or any exhibits hereto.
      3. The terms “will,” “shall” and “must” in this Agreement indicate a mandatory obligation. The use of the terms “include,” “includes” and “including” followed by one or more examples is intended to be illustrative and is not a limitation on the scope of the description or term for which the examples are provided.
      4. All dollar amounts set forth in this Agreement are stated in United States Dollars, unless otherwise specified. 
   7. Severability. If any provision of this Agreement is ultimately determined to be invalid or unenforceable, such provision shall be deemed limited by construction in scope and effect to the minimum extent necessary to render the same valid and enforceable, and, in the event no such limiting construction is possible, such invalid or unenforceable provision shall be deemed severed from the Agreement without affecting the validity of any other provision hereof if the essential provisions of this Agreement for each Party remain valid, binding and enforceable.
   8. Jurisdiction and Venue. This Agreement shall exclusively be governed by, and construed and interpreted in accordance with, the laws of the Province of Alberta and the laws of Canada applicable therein. Citizen and Client agree to submit exclusively to the jurisdiction of Calgary, Alberta in connection with any claims or controversy arising out of this Agreement and that venue for such actions shall exclusively be in Calgary, Alberta. Citizen (for itself and all Citizen’s Indemnitees) and Client (for itself and all Client’s Indemnitees) hereby submit to jurisdiction and consent to venue in such courts, and waive any defense based on forum non conveniens.
   9. Waiver of Trial by Jury. THE PARTIES HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVE ANY RIGHT THAT ANY PARTY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION BASED HEREON, OR ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT OR ANY OTHER DOCUMENTS EXECUTED IN CONNECTION HEREWITH, OR IN RESPECT OF ANY COURSE OF CONDUCT, STATEMENTS (WHETHER ORAL OR WRITTEN), OR ACTIONS OF ANY PARTY. THIS PROVISION IS A MATERIAL INDUCEMENT FOR EACH OF THE PARTIES TO ENTER INTO THIS AGREEMENT.
   10. Attorneys’ Fees. In connection with any disputes or actions arising out of the transactions contemplated by this Agreement, or the breach, enforcement or interpretation of this Agreement, the substantially prevailing party shall be entitled to recover, from the party not substantially prevailing, all reasonable costs and attorney, paralegal and expert fees incurred by the substantially prevailing party before trial, at trial, at retrial, on appeal, at all hearings and rehearings, and in all administrative, bankruptcy and reorganization proceedings.
   11. Incorporation of Recitals, Exhibits and Schedules. The recitals to this Agreement, and all exhibits and schedules referred to in this Agreement are incorporated herein by such reference and made a part of this Agreement.
   12. Entire Agreement. This Agreement sets forth the entire understanding and agreement of the parties hereto and shall supersede any other agreements and understandings (written or oral) between the parties on or prior to the Effective Date with respect to the matters described in this Agreement.
   13. Amendments, Waivers and Termination of Agreement. No amendment or modification to any terms or provisions of this Agreement, waiver of any covenant, obligation, breach or default under this Agreement or termination of this Agreement, shall be valid unless in writing and executed and delivered by each of the parties.
   14. Execution of Agreement. A party may deliver executed signature pages (including electronically executed or DocuSign signatures) to this Agreement by e-mail transmission to any other party, which e-mail copy shall be deemed to be an original executed signature page. This Agreement may be executed in any number of counterparts, each of which shall be deemed an original and all of which counterparts together shall constitute one agreement with the same effect as if the parties had signed the same signature page.

Liability of Interest-Holders in Seller and Purchaser and their Affiliates. Nothing contained in this Agreement shall be construed to create or impose any liabilities or obligations and no such liabilities or obligations shall be imposed on any of the shareholders, beneficial owners, direct or indirect, officers, directors, trustees, employees or agents of Citizen or Client for the payment or performance of the obligations or liabilities of Citizen or Client.

MISCELLANEOUS.

1. Independent Contractor. Citizen shall perform the services under this Agreement as an independent contractor and shall not be treated as an employee of Client for federal, state, provincial or local tax purposes or for any other purposes. Nothing herein shall be deemed or construed to create a joint venture, partnership, Citizen, or employee/employer relationship between the parties hereto for any purpose, including but not limited to taxes or employee benefits. Citizen shall not have any right, power or authority to create any obligation, express or implied, or make any representation, on behalf of Client except as Citizen may be expressly authorized in advance in writing from time to time by Client, and then only to the extent of such written authorization.
2. Notices. Any notice pursuant to this Agreement shall be given in writing by (a) personal delivery, (b) reputable overnight delivery service with proof of delivery, (c) postage prepaid, registered or certified mail, return receipt requested, or (d) electronic mail, sent to the intended addressee at the address set forth below, or to such other address or to the attention of such other person as the addressee shall have designated by written notice sent in accordance herewith. Any notice so given shall be deemed to have been given upon receipt or refusal to accept delivery, or, in the case of electronic mail, as of the date of the electronic mail provided that an original of such electronic mail is also sent to the intended addressee by means described in clauses (a), (b) or (c) above. All notices sent under this Agreement shall be deemed to have been received by the Party to whom such notice is sent upon delivery to the address or electronic mail of the recipient party, or the date of attempted delivery of such notice if such recipient refuses delivery of such notice. 
3. Assignment. Neither party may assign or transfer this Agreement or any rights or obligations hereunder without the prior written consent of the other party, which consent will not be unreasonably withheld. Each Party may assign its rights under this Agreement to any affiliate, subsidiary or parent of that Party or to any entity acquiring all or substantially all of the assets of that Party or to any entity into which that Party may be liquidated, merged, or consolidated.
4. Successors and Assigns. Subject to Section 15(c), this Agreement shall be binding upon the parties hereto and their respective heirs and permitted successors, and assigns, each of whom shall be entitled to enforce performance and observance of this Agreement, to the same extent as if such heirs, successors, and assigns, were parties, hereto.
5. Third Party Beneficiaries. This Agreement shall not confer any rights or remedies on any person other than (i) the parties and their respective successors and permitted assigns, and (ii) any indemnitee to the extent such indemnitee is expressly provided any right of defense or indemnification in this Agreement.
6. Rules of Construction. The following rules shall apply to the construction and interpretation of this Agreement:
   1. The headings in this Agreement are solely for convenience of reference and shall not constitute a part of this Agreement nor shall they affect its meaning, construction or effect.
   2. Each Party and its counsel have had the opportunity to review and revise this Agreement and have participated in the preparation of this Agreement, and therefore any rules of construction requiring that ambiguities are to be resolved against the party which drafted the Agreement or any exhibits hereto shall not be applicable in the construction and interpretation of this Agreement or any exhibits hereto.
   3. The terms “will,” “shall” and “must” in this Agreement indicate a mandatory obligation. The use of the terms “include,” “includes” and “including” followed by one or more examples is intended to be illustrative and is not a limitation on the scope of the description or term for which the examples are provided.
   4. All dollar amounts set forth in this Agreement are stated in United States Dollars, unless otherwise specified. 
7. Severability. If any provision of this Agreement is ultimately determined to be invalid or unenforceable, such provision shall be deemed limited by construction in scope and effect to the minimum extent necessary to render the same valid and enforceable, and, in the event no such limiting construction is possible, such invalid or unenforceable provision shall be deemed severed from the Agreement without affecting the validity of any other provision hereof if the essential provisions of this Agreement for each Party remain valid, binding and enforceable.
8. Jurisdiction and Venue. This Agreement shall exclusively be governed by, and construed and interpreted in accordance with, the laws of the Province of Alberta and the laws of Canada applicable therein. Citizen and Client agree to submit exclusively to the jurisdiction of Calgary, Alberta in connection with any claims or controversy arising out of this Agreement and that venue for such actions shall exclusively be in Calgary, Alberta. Citizen (for itself and all Citizen’s Indemnitees) and Client (for itself and all Client’s Indemnitees) hereby submit to jurisdiction and consent to venue in such courts, and waive any defense based on forum non conveniens.
9. Waiver of Trial by Jury. THE PARTIES HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVE ANY RIGHT THAT ANY PARTY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION BASED HEREON, OR ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT OR ANY OTHER DOCUMENTS EXECUTED IN CONNECTION HEREWITH, OR IN RESPECT OF ANY COURSE OF CONDUCT, STATEMENTS (WHETHER ORAL OR WRITTEN), OR ACTIONS OF ANY PARTY. THIS PROVISION IS A MATERIAL INDUCEMENT FOR EACH OF THE PARTIES TO ENTER INTO THIS AGREEMENT.
10. Attorneys’ Fees. In connection with any disputes or actions arising out of the transactions contemplated by this Agreement, or the breach, enforcement or interpretation of this Agreement, the substantially prevailing party shall be entitled to recover, from the party not substantially prevailing, all reasonable costs and attorney, paralegal and expert fees incurred by the substantially prevailing party before trial, at trial, at retrial, on appeal, at all hearings and rehearings, and in all administrative, bankruptcy and reorganization proceedings.
11. Incorporation of Recitals, Exhibits and Schedules. The recitals to this Agreement, and all exhibits and schedules referred to in this Agreement are incorporated herein by such reference and made a part of this Agreement.
12. Entire Agreement. This Agreement sets forth the entire understanding and agreement of the parties hereto and shall supersede any other agreements and understandings (written or oral) between the parties on or prior to the Effective Date with respect to the matters described in this Agreement.
13. Amendments, Waivers and Termination of Agreement. No amendment or modification to any terms or provisions of this Agreement, waiver of any covenant, obligation, breach or default under this Agreement or termination of this Agreement, shall be valid unless in writing and executed and delivered by each of the parties.
14. Execution of Agreement. A party may deliver executed signature pages (including electronically executed or DocuSign signatures) to this Agreement by e-mail transmission to any other party, which e-mail copy shall be deemed to be an original executed signature page. This Agreement may be executed in any number of counterparts, each of which shall be deemed an original and all of which counterparts together shall constitute one agreement with the same effect as if the parties had signed the same signature page.
15. Liability of Interest-Holders in Seller and Purchaser and their Affiliates. Nothing contained in this Agreement shall be construed to create or impose any liabilities or obligations and no such liabilities or obligations shall be imposed on any of the shareholders, beneficial owners, direct or indirect, officers, directors, trustees, employees or agents of Citizen or Client for the payment or performance of the obligations or liabilities of Citizen or Client.