CONDITIONS OF USE

Last update: September 24, 2024

Please read these Terms of Use ("Terms") carefully as they govern your use of and access to the LAYLAH software platform (the "Platform"), including all user manuals and guides relating to the Platform (the "Documentation"), provided to you ("you" or "your") by Laylah Innovations Inc. ("LAYLAH"). For clarity, these Terms apply to any user of the Platform, access to which is provided to you by way of a license between LAYLAH and your employer or other person who legally controls the association of your user account with a corporate account (the "Licensee"), including providing you access via the Platform to such Licensee's data.

To the extent permitted by law, we reserve the right, in our sole and absolute discretion, to modify these Terms, or any part of them, at any time. If we do so, LAYLAH will provide you with reasonable notice before the amended Terms become effective. The amended Terms will become effective upon publication and will apply to your use of the Platform from that time forward.

THESE TERMS AND CONDITIONS CONSTITUTE A BINDING AGREEMENT CONCERNING YOUR USE OF THE PLATFORM. BY CLICKING ON THE "ACCEPT" BUTTON, YOU: (I) CONFIRM THAT YOU HAVE READ AND UNDERSTOOD EACH OF THE TERMS OF THIS AGREEMENT; (II) ACCEPT THESE TERMS AND AGREE TO BE BOUND BY THEM; AND (III) DECLARE THAT YOU ARE DULY AUTHORISED BY THE LICENSEE TO ACCESS AND USE THE PLATFORM. IF YOU DO NOT ACCEPT THESE TERMS AND CONDITIONS, DO NOT CLICK ON THE "ACCEPT" BUTTON. IN THIS CASE, YOU WILL NOT HAVE ANY RIGHTS IN RELATION TO THE PLATFORM AND YOU MUST NOT ACCESS OR USE IT.

1. GRANT OF LICENSE

Subject to your strict compliance with these Terms, LAYLAH hereby grants you a limited, non-exclusive, non-transferable, non-sublicensable license to use and access the Platform solely in accordance with the Documentation and, where applicable, for Licensee’s internal business purposes. This license shall terminate (i) upon termination of the Licensee’s license; (ii) when you cease to use the Platform and delete your account; or (iii) when, upon reasonable notice to you, you cease to be authorized by LAYLAH to use the Platform for any reason. For the sake of clarity, when your account is associated with the corporate account of a Licensee, the termination of your business and/or employment relationship with the Licensee or the expiry/termination of the licence granted by LAYLAH to the said Licensee, automatically entails the revocation of your licence to use the Platform. In such event and subject to compliance with these Terms, your user account will, within thirty (30) days of either of these events, be automatically deleted from the Licensee’s account and you will automatically lose access to your Content (as defined below) and to the various features available on the Platform (as defined in Section 3.2).

2. USER ACCOUNT

2.1 Account Creation

The Platform requires the creation of a user account. If you create an account, you must complete the registration process by providing LAYLAH with current, complete and accurate information as prompted by the applicable registration form, following the invitation sent by the Licensee. You must also choose a unique username and secure password. In case of a breach of this paragraph 2.1, LAYLAH may terminate your right to access and use the Platform in its sole and absolute discretion. For clarity and subject to compliance with these Terms, you will lose ownership of your user account and any Content created or uploaded by you in such account on the Platform upon termination of your employment relationship with the Licensee or upon expiration or termination of the license granted by LAYLAH to such Licensee.

2.2 Account Responsibility

You are entirely responsible for maintaining the confidentiality of your password and account. Furthermore, you are entirely responsible for any and all activities that occur under your account. When applicable, you agree to immediately notify LAYLAH of any unauthorized use of your account or any other breach of security.

2.3 Privacy policy

Any collection and use of your personal information via the Platform is governed by our Privacy Policy available at : https://www.laylah.ca/en/privacy-policy, which forms an integral part of these Terms. In the event of any conflict between the conditions of these Terms and those of the Privacy Policy with respect to the collection and use of your personal information, the terms of the Privacy Policy shall prevail.

2.4 Account Security

Although we use commercially reasonable security measures to protect your personal information, we cannot guarantee that unauthorized third parties will never be able to breach the Platform's security measures or misuse your personal information.

2.5 Liability for Account Misuse

To the fullest extent permitted by law, LAYLAH will not be liable for any loss, including any loss of data associated with your account, that you may incur as a result of someone else using your password or account (either with or without your knowledge), provided however that such loss does not arise from a breach of LAYLAH's obligations hereunder or under applicable laws. You may be held liable for losses incurred by LAYLAH, or another party, due to someone else using your account or password. Notwithstanding the foregoing, you are entirely responsible for any information entered or uploaded by you on the Platform, and you release LAYLAH from any liability in connection therewith.

2.6 Use of Other Accounts

You may not, at any time, use someone else's account, except with the authorization of the account holder as their duly authorised agent.

2.7 Account Deletion

LAYLAH reserves the right to delete any account that is no longer required following notice to this effect from you or that has been inactive for a period of more than ninety (90) days. An account is considered inactive if it is no longer linked to any Licensee’s account and you have not logged on to the Platform for more than ninety (90) days. Where applicable, LAYLAH reserves the right to delete any account that is not being used and is linked to the Licensee's account, upon notification by the Licensee.

3. USE OF THE PLATFORM

3.1 Access and Use

Subject to your strict compliance with these Terms, LAYLAH authorises you to access and use the Platform in accordance with the Documentation, solely in compliance with Section 1 above.

3.2 Features.

Subject to your strict compliance with these Terms and Conditions, the Platform allows you, in particular and where applicable, to: (i) synchronise the Licensee's data, including customer data, financial data, insurance and other information such as emails and calendars; (ii) perform financial analyses based on the Licensee’s data; (iii) facilitate management, communications and general teamwork between you and other authorised users of the Licensee; (iv) ensure a high level of compliance and security of your information and the Licensee's data; (v) access different sources of external financial data; or (vi) easily add extensions available and compatible with the Platform. LAYLAH may also offer new services and/or features through the Platform (including the release of new tools and resources) and such new services and/or features shall be subject to these Terms.

3.3 Accuracy of Information.

LAYLAH uses commercially reasonable efforts to ensure that the information available on the Platform is accurate and up to date. However, it may happen that certain information about Third Party Products displayed on the Platform contains typographical errors, inaccuracies or minor omissions. In such event, and to the extent permitted by law, we reserve the right to correct any such errors, inaccuracies or minor omissions on the Platform without affecting your ongoing use of the Platform.

3.4 Restrictions

You may not, directly or indirectly: (i) copy, modify or create derivative works from the Platform or the Documentation, in whole or in part; (ii) rent, lease, loan, sell, sublicense, assign, distribute, publish, transfer or otherwise make available the Platform or the Documentation; (iii) reverse engineer, disassemble, decompile, decode, adapt or otherwise attempt to derive or access the source code of the Platform, in whole or in part ; (iv) remove any proprietary notices from the Platform or Documentation (if any); (v) use the Platform or Documentation as a service bureau, timeshare or in any other manner allocated to third parties; (vi) use the Platform contrary to the Documentation; (vii) provide passwords or other login information of the Platform to third parties; (viii) share any Platform features with third parties; (ix) probe, scan, vulnerability test or circumvent any security mechanism used by the websites, servers or networks connected to the Platform; (x) take any action that imposes an unreasonable or disproportionately large load on the websites, servers or networks connected to the Platform; (xi) access (or attempt to access) or use the data of other authorised users through the Platform; (xii) knowingly diminish or impede access to the Platform; (xiii) access or use the Platform to create a similar or competing platform or service; (xiv) copy any personal information and confidential information that is not available on the Platform; or (xv) use the Platform or Documentation in a manner or for a purpose that infringes, misappropriates or otherwise violates any intellectual property or other right of any person, or that violates any applicable law, including applicable privacy laws. Failure to comply with the obligations set out in these Terms may result in the termination of the user's privileges to use the Platform and the deletion of the infringing user's account.

3.5 Suspension of the Platform; Service Levels

Notwithstanding anything to the contrary in these Terms, LAYLAH may temporarily suspend your access to all or part of the Platform if LAYLAH reasonably determines that: (i) there is a threat or attack on any component of the Platform; (ii) your use of the Platform disrupts or poses a security risk to the Platform or any other client of LAYLAH; (iii) you are using the Platform for fraudulent or illegal activities; (iv) your use of the Platform is prohibited by applicable laws; or (v) your use of the Platform is in violation of the provisions of these Terms (each, a "Suspension"). LAYLAH will use reasonable efforts to notify you in writing of any Suspension and to provide you with updates regarding the resumption of access to the Platform following a Suspension. Notwithstanding the foregoing, LAYLAH will use commercially reasonable efforts to make access to the Platform available as soon as reasonably practicable after the event giving rise to the Suspension has been resolved cured. To the extent permitted by applicable laws, LAYLAH shall not be liable for any damages, liabilities, losses (including any lost profits) or any other consequences that you may suffer as a result of a Suspension.

3.6 Compliance Measures

The Platform may contain technological copy protection or other security features designed to prevent unauthorized uses of the Platform, including features to protect against uses of the Platform: (i) beyond the scope of the license granted under Section 1; and/or (ii) prohibited under Section 3 hereof. You shall not, and shall not attempt to, remove, disable, circumvent or otherwise create or implement any circumvention of any such copy protection or security features.

4. COLLECTION AND USE OF INFORMATION; AGGREGATED DATA

4.1 Collection and Use of Information

LAYLAH may, directly or indirectly, through the services of third parties, collect, record and store information, including Content (as defined below) regarding the use of the Platform and on the equipment by which the Platform is accessed and used, through: (i) the provision of maintenance and support services; (ii) the security measures included in the Platform as described in paragraph 3.6 above; and (iii) by transfer via the Internet. You agree that LAYLAH may use this information for any purpose related to your use of the Platform, including, but not limited to: (a) improving the performance of the Platform, studying trends, or developing updates and/or new features; and (b) verifying compliance with the conditions of these Terms and enforcing LAYLAH's rights, including all intellectual property rights in and to the Platform.

4.2 Aggregate Data

Notwithstanding anything to the contrary in these Terms, LAYLAH may monitor your use of the Platform, collect and compile aggregated and anonymized data sets and decision models ("Aggregate Data"). As between the parties, all rights, titles and interests in and to the Aggregate Data, including all intellectual property rights therein, belong to and are owned solely by LAYLAH. You acknowledge and agree that LAYLAH may: (i) generate Aggregate Data based on data that you have created, uploaded, submitted, used or otherwise disclosed to LAYLAH or its representatives in connection with your use of the Platform; (ii) make Aggregate Data publicly available in compliance with applicable laws; and (iii) use Aggregate Data to the extent and in the manner permitted by applicable laws.

5. USER CONTENT

5.1 Content Ownership

As between you and LAYLAH, you retain ownership of all content and information entered, uploaded, imported or created (such as text, video, photos, personal information or other material) that you post or communicate through the Platform or otherwise provide to LAYLAH hereunder ("Content"), with the exception of Feedback (as defined below). However, for clarity, where your user account is associated with a corporate account through a license between LAYLAH and a Licensee, Content that you post, communicate or otherwise provide to a Licensee through the Platform belongs to the Licensee.

5.2 Content License

By submitting Content on the Platform, you grant LAYLAH a worldwide, non-exclusive, perpetual, irrevocable, royalty-free and transferable license to reproduce, adapt, translate, share, publish, modify and generally use the Content in connection with the Platform, whether for commercial or non-commercial purposes, on any platform and in any media now known or unknown, limited, however, to the use necessary to operate the Platform in accordance with these Terms and our Privacy Policy. You agree that LAYLAH has no obligation to identify you as the author of such Content. You further agree to complete and execute any document that LAYLAH may reasonably request in order to give full effect to this provision.

5.3 Netiquette; Deletion

At all times, when you provide any Content hereunder, you agree not to make any statement that could be considered, in LAYLAH's sole and absolute discretion, to be: (i) abusive, defamatory, hateful, racist, xenophobic, homophobic or sexist (or any use of discriminatory language); (ii) involving vulgar, obscene or malicious language; and (iii) disclosing personal information or confidential information of others. At any time, LAYLAH may, at its sole discretion, delete any Content that does not comply with these Terms or that may be, at LAYLAH's discretion, inappropriate.

5.4 Responsibility for Content

You hereby agree and accept that you are solely responsible for any Content that you provide hereunder. Accordingly, you represent and warrant to LAYLAH that: (i) you are the sole and exclusive owner of the Content, or that you have all rights, licenses, authorizations, consents and releases in order to grant LAYLAH rights to such Content; and (ii) neither the Content, nor its publication or transmission, nor the use of the Content by LAYLAH violates or will violate the rights of third parties, including intellectual property rights, the right of image and the right to privacy, or any law or regulation, Canadian or foreign.

5.5 Platform Management

LAYLAH reserves all rights relating to the administration of the Platform, including in particular the right to delete without notice any Content which, at LAYLAH's sole and absolute discretion, does not comply with the rules set out in this Section 5 and/or these Terms.

5.6 Review of Content

You acknowledge and agree that LAYLAH has no obligation to review Content posted on the Platform, or to monitor your access to or use of the Platform, but has the right to do so, in order to ensure compliance with these Terms, applicable laws, court orders, government directives or other requirements.

5.7 Third-party Content

Through the Platform, you may use and/or access Content provided by third parties. LAYLAH cannot guarantee that this Content will be free of any material or information that you may find objectionable. LAYLAH disclaims all liability in connection with your access to any Content.

5.8 Complaints

In the event that you become aware that Content violates any of the provisions of this Section 5, LAYLAH invites you to file a complaint, which will be handled confidentially at the following email address: support@laylah.ca, and where applicable through the Licensee's internal business processes and hierarchy. Notwithstanding the foregoing, you acknowledge and agree that LAYLAH has no obligation to review the content posted on the Platform, including your Content, or to monitor your access to or use of the Platform, but has the right to do so, in order to ensure compliance with these Terms, applicable laws, court orders, government standards or any other applicable requirements. LAYLAH reserves all rights relating to the administration of the Platform, including, but not limited to, the right to remove without notice any Content which, in LAYLAH's sole and absolute discretion, does not comply with the rules set out in this Section 5.

6. INTELLECTUAL PROPERTY

6.1 Platform and Documentation

You acknowledge and agree that the Platform is provided to you under license and is not sold to you. You do not acquire any ownership rights in or to the Platform or Documentation under these Terms, or any other rights in or to the Platform or Documentation, other than the right to access and use the Platform and Documentation in accordance with the license granted under these Terms, subject to all terms, conditions and restrictions as detailed in these Terms. As between the parties, LAYLAH reserves and retains all of its rights, titles and interests in and to the Platform and Documentation and all intellectual property rights arising out of or relating to the Platform and Documentation, subject to the licence expressly granted hereunder and granted to the Licensee. You are responsible for protecting the Platform and Documentation (including all copies thereof) from infringement, misappropriation, theft, unauthorised use or access.

6.2 Trademarks; Domain Names

All trademarks, service marks, domain names, logos, trade names and other designations of LAYLAH (including LAYLAH™) and the Platform (collectively, the "Marks") are, as between us, the exclusive property of LAYLAH. All other domain names, trademarks, service marks, logos, trade names and other designations are trademarks or registered trademarks of their respective owners. You undertake to (i) respect LAYLAH's corporate image, the Marks and the standards in terms of marking and concomitant symbols (i.e. the symbols : ™, ® or others); (ii) not to use the Marks; (iii) not to harm or affect, in any way whatsoever, directly or indirectly, the image, goodwill and/or reputation enjoyed by LAYLAH in connection with the Marks ; (iv) not to use the LAYLAH Trademarks to promote your products and/or services or those of the Licensee, without prior written authorization from LAYLAH (which may be withheld at its sole and absolute discretion); and (v) not to use or apply for registration of any trademark, domain name, corporate or business designation, sign or logo that is identical, similar or confusing to the LAYLAH’s Marks.

6.3 Feedback

If you send or transmit to LAYLAH any communications or materials suggesting or recommending changes to the Platform, including without limitation new features or functionalities relating thereto, or any comments, questions, suggestions or the like (collectively, "Feedback"), LAYLAH shall have the right (but not the obligation) to use such Feedback. You hereby assign to LAYLAH, on your behalf, all rights, titles and interests in and to the Feedback effective as of the date such right, title and interest is created. You agree to waive any moral rights you have or may have in and to the Feedback. Without limiting the foregoing, you acknowledge and agree that LAYLAH shall be free to use, without attribution or compensation to any party, any ideas, know-how, concepts, techniques or other intellectual property contained in the Feedback for any purpose whatsoever. You also agree to complete and sign any documents that LAYLAH may reasonably require in order to give full effect to this provision, although LAYLAH is under no obligation to use the Feedback.

6.4 Third-Party Products

LAYLAH may distribute certain third-party products provided by or integrated into the Platform (collectively, the "Third Party Products"). For the purposes of these Terms, such Third-Party Products are subject to their own terms, conditions and licenses. If you do not agree to comply with the terms and conditions applicable to such Third-Party Products, you must not install or use them. You acknowledge and agree that, as between the parties, the relevant third-party providers own all rights, titles and interests, including all intellectual property rights, in and to the Third-Party Products. Without limiting the generality of the foregoing, you acknowledge and agree that it is your responsibility to comply with the terms of use of the various Third-Party Products whose data may be imported into the Platform as part of the contract entered into with the Licensee.

7. NO WARRANTY

THE PLATFORM IS PROVIDED TO YOU "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND. TO THE FULLEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAWS, LAYLAH DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, ACCURACY, FREEDOM FROM ERROR, SUITABILITY OF CONTENT OR AVAILABILITY. ALTHOUGH LAYLAH DOES EVERYTHING IN ITS POWER TO ENSURE THAT THE INFORMATION DISPLAYED ON THE PLATFORM IS COMPLETE AND ACCURATE, LAYLAH CANNOT GUARANTEE THAT SUCH INFORMATION IS FREE FROM ERRORS, OMISSIONS AND INACCURACIES. LAYLAH MAKES NO WARRANTY REGARDING THE QUALITY OF THE CONTENT CONSULTED OR OBTAINED THROUGH THE PLATFORM.

8. LIMITATION OF LIABILITY

TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT SHALL LAYLAH, ITS AFFILIATES (IF ANY), AND RELATED ENTITIES, AND THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, REPRESENTATIVES, CONTRACTORS AND LICENSORS, BE LIABLE TO YOU FOR YOUR ACCESS TO AND USE OF THIRD PARTY PRODUCTS, USE, INTERRUPTION, DELAY OR INABILITY TO ACCESS AND USE THE PLATFORM INCLUDING, WITHOUT LIMITATION, IN THE EVENT OF ANY FAILURE, NETWORK PROBLEMS, ACT OF GOD OR EVENT BEYOND OUR CONTROL, OR FOR ANY DAMAGES RESULTING THEREFROM. LAYLAH MAY, AT ANY TIME AND WITHOUT PRIOR NOTICE, TEMPORARILY INTERRUPT ACCESS TO THE PLATFORM FOR MAINTENANCE PURPOSES TO ENSURE ITS PROPER OPERATION, WITHOUT HAVING TO GRANT ANY COMPENSATION OR INDEMNITIES. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAWS, AND WITHOUT LIMITING THE FOREGOING, IN NO EVENT SHALL LAYLAH BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES OF ANY KIND WHATSOEVER ARISING OUT OF YOUR ACCESS TO AND USE OF THIRD-PARTY PRODUCTS, YOUR RELATIONSHIP WITH THE LICENSEE, THE USE OR PERFORMANCE OF THE PLATFORM, THE INFORMATION AND DATA PROVIDED BY THE PLATFORM OR THE ACCURACY THEREOF, OR ANY DECISION MADE BY YOU BASED OR RELIED ON SUCH INFORMATION AND DATA PROVIDED THROUGH THE PLATFORM, INCLUDING ANY REPORTS AND ANALYSES ARISING OUT OF THE USE OF THE PLATFORM. YOU UNDERSTAND AND ACKNOWLEDGE THAT IT IS YOUR RESPONSIBILITY TO MAKE APPROPRIATE DECISIONS BASED ON YOUR EXPERTISE AND KNOWLEDGE. THE PLATFORM IS PROVIDED TO YOU UNDER THESE TERMS AND CONDITIONS AND UNDER THE AGREEMENT BETWEEN LAYLAH AND THE LICENSEE. FOR CLARITY, YOUR ACCESS TO THE PLATFORM IS SOLELY FOR THE BENEFIT OF AND AT THE DISCRETION OF THE LICENSEE AND YOU ACKNOWLEDGE AND AGREE THAT YOU HAVE NO RIGHTS UNDER THIS AGREEMENT, INCLUDING THE RIGHT TO ENFORCE ANY OF ITS TERMS. ANY OBLIGATION OR LIABILITY THAT LAYLAH OR ITS AFFILIATES (IF ANY) MAY HAVE WITH RESPECT TO YOUR USE OR INABILITY TO USE THE PLATFORM SHALL BE SOLELY UNDER THESE TERMS AND CONDITIONS AND SOLELY TO THE LICENSEE UNDER THE AGREEMENT WITH LAYLAH AND SUBJECT TO ALL LIMITATIONS OF LIABILITY SET FORTH THEREIN.

9. INDEMNIFICATION

By using the Platform, you agree to indemnify and hold LAYLAH, its affiliates (if any), directors, officers, shareholders, employees, agents and licensors (collectively the "LAYLAH’s Indemnitees") harmless from and against any and all damages, claims, liabilities, losses, costs, fines, penalties and debts, including reasonable legal fees that the LAYLAH’s Indemnitees may incur or be required to pay, directly or as a result of any third party claim arising out of: (i) your use of the Platform; (ii) any use of your Content permitted by these Terms; (iii) any third party complaint regarding solicitation emails sent by you; and (iv) any other alleged breach of these Terms on your part, including breach of the terms of use of Third-Party Products.

10. EXTERNAL SITES

The Platform may contain hyperlinks to external websites that take you away from the Platform (the "External Sites"). You acknowledge and agree that LAYLAH is not responsible for the availability of these External Sites or for the accuracy of the content, products or services available on these External Sites. Hyperlinks to External Sites do not mean that LAYLAH approves or endorses these External Sites. You acknowledge and agree that you assume all risks arising from your use of External Sites. By using the Platform, you expressly release LAYLAH from any liability arising from your use of any External Site, and you are bound by the terms of use and privacy policy applicable to such External Sites.

11. GENERAL INFORMATION

11.1 Export Control

The Platform may be subject to export control laws, including Canadian and U.S. export control laws. You shall not, directly or indirectly, export, re-export, disseminate the Platform to, or make the Platform available from, any jurisdiction or country to which export, re-export or dissemination is prohibited by law, rule or regulation. You must comply with all applicable federal laws, rules and regulations, and fulfill all required undertakings (including obtaining any necessary export license or other governmental approval), before exporting, re-exporting, distributing or otherwise making the Platform available outside of Canada and the United States.

11.2 Survival of provisions

Provisions which by their nature should survive termination of these Terms shall survive termination, including provisions relating to ownership, absence of warranty, limitation of liability and indemnification.

11.3 Assignment

You cannot assign or transfer these Terms or any rights or obligations thereto.

11.4 Notices

We may provide you with any required legal notices (including service of process) by any lawful method, including posting notices on the Platform or sending notices to any email address you provide when setting up your account on the Platform or that you provide in any other interaction with us or the Platform. You agree to send us reviews by posting them to: support@laylah.ca.

11.5 Entire Agreement

These Terms, together with the Privacy Policy, constitutes the entire and exclusive agreement between LAYLAH and you with respect to the Platform and the Documentation, and supersedes all prior agreements, oral or written understandings or agreements between LAYLAH and you.

11.6 Waiver; Severability

LAYLAH's failure to enforce a right or provision of these Terms does not constitute a waiver of future enforcement of that right or provision. The waiver of such a right or provision will only be effective if it is in writing and signed by a duly authorized representative of LAYLAH. Except as expressly provided in these Terms, the exercise by LAYLAH of any of its remedies under these Terms is without prejudice to its other remedies. If for any reason a court of competent jurisdiction finds any provision of these Terms to be invalid or unenforceable, the remaining provisions of these Terms shall remain in full force and effect.

11.7 Force Majeure

LAYLAH shall not be liable to you, and shall not be deemed to be in default or breach by reason of any failure or delay in the performance of its obligations hereunder where such failure or delay is due to unforeseeable events beyond its control such as strikes, labour disputes, civil disturbances, riots, rebellions, invasions, hostilities, wars, terrorist attacks, embargoes, acts of God, epidemics, pandemics, floods, tsunamis, fires, sabotage, fluctuations in or unavailability of electrical power, heat, light, air conditioning or, where applicable, Licensee's equipment, loss or destruction of property, or any other circumstance or cause beyond the reasonable control of LAYLAH.

11.8 Invalidity or Unenforceability

In the event that one or several of the provisions of these Terms are declared invalid or unenforceable by a court of competent jurisdiction, such invalidity or unenforceability shall not affect the validity or applicability of the remaining provisions of these Terms. These Conditions will then be interpreted as if the invalid or inapplicable provision had never formed part of these Terms.

11.9 Applicable Law and Jurisdiction

These Terms shall be governed by, construed and enforced in accordance with the laws of the Province of Quebec and applicable federal laws, without regard to conflict of laws rules. Subject to Section 8, you agree that, if applicable, any dispute between you and LAYLAH arising out of, in connection with or relating in any way to these Terms shall be brought and settled exclusively in the judicial district of Québec City, in the Province of Quebec, and you waive any objection that such venue is impractical or improper.

11.10 Contact Us

LAYLAH welcomes your comments, questions and feedback, which can be sent to: support@laylah.ca.