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MODIFACE APPLICATION SERVICES AGREEMENT Thank you for using the Modiface embedded Hairmixer Service. By using the Modiface embedded Hairmixer Service (the "Service"), you ("Client") accept and agree to be bound by the following agreement terms (the "Agreement"). This Modiface Application Services Agreement ("Agreement") is entered as of the signing date of this agreement between Modiface Inc. an Ontario corporation, having its principal address at 1075 Bay Street Unit A102-402, Toronto, ON M5S 2B2, Canada (hereinafter "Modiface") and you, (hereafter the "Client"). (each a "party" and collectively the "parties"). NOW THEREFORE in consideration of the mutual promises and covenants hereinafter set forth and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereby agree as follows: ARTICLE 1 DEFINITIONS (a) "Application Services" means the proprietary Modiface application services consisting of an embedded customizable hairstyle visualization application being served from Modiface servers to the Client website, with Modiface having the right to place advertisements in all popups and resulting pages of this application; (b) "Authorized User" means an Internet user who has been authorized by Modiface to access the Application Services under Modiface's then-applicable terms and conditions of use for the Application Services; (c) "Client Website" means the website operated by the Client as entered into the registration page associated with this agreement. (d) Individually Identifiable User Data" means data that identifies a specific Authorized User or the Client; (e) "Intellectual Property Rights" means all worldwide intellectual property rights arising under statutory or common law or by contract, now existing or hereafter filed, issued, or acquired, including all: (a) patent rights; (b) rights associated with works of authorship including copyrights and moral rights; (c) rights relating to the protection of trade secrets and confidential information; (d) rights in trademarks, service marks, trade dress, trade names, and design patent rights, and (e) any right analogous to those set forth herein and any other proprietary rights relating to intangible property; (f) "Modiface Content" means any and all content, information, data, text, images and materials provided by Modiface or generated or displayed in relation to, or as result of, the use of the Application Services by Client or Authorized Users under this Agreement, exclusive of facial images or other Individually Identifiable User Data submitted by Client or Authorized Users to the Application Services; (g) "Modiface Page" means a designated webpage on the Client Website as described in Section 2.2 below; (h) "Modiface Website" means the website operated by Modiface through which the Services and the Modiface Content are made available under this Agreement; (i) "Services" means the Application Services; (j) "Term" means the term of this Agreement as defined in Section 9.1 below; (k) "Trademarks" means the Modiface trademarks, service marks and logos. (l) "User Data" means all data on the usage by Client and Authorized Users of the Application Services and Modiface Content, including without limitation Individually Identifiable User Data. ARTICLE 2 SERVICES 2.1 Application Services (a) Subject to the terms and conditions of this Agreement, Modiface grants to Client, a non-exclusive, non-transferable, non-sublicenseable license, during the Term, solely: (i) to access the Application Services from the Modiface Page; (ii) to permit access to the Application Services from the Modiface Page to Authorized Users; and (iii) to electronically display the Modiface Content on the Modiface Page; in each case solely for marketing purposes to prospective customers of Clients. (b) Nothing contained in this Agreement shall transfer, or be deemed to transfer, any rights in or to the Application Services or Modiface Content other than those rights specifically granted herein to Client. Except as expressly provided in the foregoing, Client shall not download, store, reproduce, publish, transmit, broadcast, display, distribute or use any Modiface Content or other information derived from access to the Application Services or the Modiface Website. (c) Client shall not: (i) decompile, disassemble, reverse engineer, or otherwise attempt to modify, adapt, or create derivative works of any software, technology, or work of authorship within or related to the Application Services; (ii) sublicense, distribute, sell, lend, rent, lease, transfer, or grant any rights in or to all or any portion of the Application Services or Modiface Content; (iii) allow or grant any access to the Application Services in any form to any party other than Authorized Users, including access pursuant to any commercial time-sharing, rental, or service bureau arrangements; or (iv) remove, obscure or otherwise alter any proprietary notices, including copyright and trademark notices, contained in or on the Modiface Content. (d) Client agrees that it will not: (i) except as required for the exercise of its rights expressly granted under Section 2.1(a) above, use any robot, spider, other automatic device, or manual process to monitor or copy the Application Services, Modiface Content, Modiface Website or any technology contained therein without the prior written consent of a duly authorized representative of Modiface; (ii) use any device, software or routine to interfere or attempt to interfere with the proper working of the Application Services or Modiface Website; or (iii) take any action that imposes an unreasonable or disproportionately large load on the Modiface Website or related infrastructure. (e) Client agrees that in the event of a breach or alleged breach of this Section 2.1 Modiface would not have an adequate remedy at law, including monetary damages, and that Modiface will consequently be entitled to obtain a temporary restraining order, injunction, or other form of equitable relief against the continuance of such breach, in addition to any and all remedies to which Modiface may be entitled, without the need to post a bond or other form of security with the court. (f) Modiface retains the right to place advertisements in the results popup associated with the application services. All revenues and other benefits from these advertisements will be solely owned by Modiface. 2.2 Modiface Page Client acknowledges that the Application Services will only be accessed from the Modiface Page. The Modiface Page will be developed and designed jointly by the parties and will have the features described in this agreement. The Modiface Page will in any event conspicuously display the phrase "Powered by Modiface" or similar wording submitted by Modiface to Client. Subject to the terms and conditions of this Agreement, Modiface grants to Client a non-exclusive, non-transferable, non-sublicenseable license, during the Term, solely to display on the Modiface Page, the Trademarks, as formatted and submitted from time to time to Client by Modiface. Except as expressly permitted under Section 2.1(a)(iii) above, the framing of the Modiface Website or any of its content is strictly prohibited. Client acknowledges that the Trademarks are the sole and exclusive property of Modiface and that all use of the Trademarks shall inure to the benefit of Modiface. Client shall not at any time do, or cause to be done, any act or thing contesting, or in any way impairing Modiface's right, title, and interest in any Trademarks, whether or not they are registered in the jurisdictions in which Client is located or does business. Without limiting the foregoing, Client will not adopt, use or register any words, phrases or symbols that are identical to or confusingly similar to the Trademarks. 2.3 Acknowledgement Client hereby acknowledges that Modiface is not in the business of providing professional, beauty, or medical advice, including without limitation advice on cosmetic or plastic surgery matters, and that the Services and Modiface Content are provided solely for Client's marketing purposes to its prospective customers but are not intended to substitute for medical or other professional advice. Client acknowledges that there is no guarantee with respect to the accuracy, adequacy or completeness of the Modiface Content and other information obtained through the Modiface Website. Client hereby assumes full responsibility for, and agrees to defend, indemnify and hold harmless Modiface and its employees, officers, directors, agents and consultants from and against, any and all losses, liabilities, damages, payments, costs and expenses, including reasonable legal expenses, arising from or relating to any claims relating to the Client's, or any third party's, products or services, including without limitation, any results obtained by customers of the Client through the use of any cosmetic or surgery product or service provided by Client or a third party. Client agrees to use the Services and Modiface Content at its sole risk. ARTICLE 3 CLIENT OBLIGATIONS 3.1 Press Release At Modiface's request, Client will participate with Modiface in issuing a mutually acceptable joint press release regarding the Application Services and the relationship established through this Agreement within ten (10) days of the Effective Date. Each party shall agree on the form and content of such press release. 3.2 Point of Contact Client shall provide, at its own cost and expense, all reasonable information and assistance requested by Modiface so that Modiface may provide the Services under this Agreement. Client shall further provide one (1) Client-designated point of contact for Modiface to use for all questions and issues relating to the provision of the Services and Modiface Content. 3.3 Unauthorized Use Client shall protect the Modiface Content from any use that is not permitted under this Agreement. Client represents and warrants to Modiface that it shall not (i) interfere with or disrupt the Modiface Website, the Application Services or servers or networks connected to the Application Services; (ii) gain unauthorized access to other computer systems through the Modiface Website and/or the Application Services; (iii) disrupt the Application Services or otherwise act in a manner that negatively affects other users' ability to access and/or use the Application Services; (iv) harass other users; or (v) collect and/or store usage data, including any Individually Identifiable User Data, about other users of the Application Services. 3.4 Unacceptable Content The Application Services and any customization done by the Client (including uploaded model photos, backgrounds, magazine covers, or any other type of content uploaded by the Client) may not contain, publish, link to, sell or otherwise distribute any "Unacceptable Content." Modiface retains the right to suspend the Application Services and/or to terminate this agreement at any time should it be made aware of any Copyright violations or the presence of inappropriate content. Unacceptable Content is defined as content that: a. Is lewd, profane, obscene, or indecent, including any content that is violent or pornographic or that contains nudity, explicit violent or sexual material, or depictions of violent or sexual acts; b. Is harassing, threatening, abusive, inflammatory or otherwise objectionable, including content used to harass, stalk or threaten a person; c. Is unlawful or that could facilitate the violation of any applicable law, regulation or governmental policy; d. Offers or disseminates any fraudulent goods, services, schemes or promotions, including any make-money-fast schemes, chain letters, or pyramid schemes; e. Is libelous, defamatory, knowingly false or misrepresents another person; f. Infringes upon the intellectual property rights of any third party, including the copyrights, trademarks, trade names, trade secrets or patents of such third party; g. Is harmful to Modiface's or any other party's systems and networks, including any transmissions which may damage, interfere with, surreptitiously intercept, or expropriate any system, program, data or personal information; h. Violates any obligation of confidentiality; i. Violates the privacy, publicity, moral or any other right of any third party; and j. Consists of any other content that Modiface in its sole discretion deems to be Unacceptable Content. ARTICLE 4 INTELLECTUAL PROPERTY 4.1 Modiface Technology Client acknowledges that as between Client and Modiface, the entire right, title and interest, including without limitation any and all Intellectual Property Rights in and to, the Modiface Technology, are, and at all times shall remain, the exclusive property of Modiface, and nothing in this Agreement shall be construed to transfer to Client any ownership interest in or to the Modiface Technology or any part thereof. Modiface reserves all rights to the Modiface Technology not expressly granted to Client hereunder and Client hereby assigns to Modiface all of its rights, title and interest in and to the Modiface Technology which may arise by operation of law or otherwise. Further, Client hereby agrees to notify Modiface on a regular and timely basis of any feedback or suggestion from Client or Authorized Users in using the Application Services and shall also notify Modiface as soon as practicable of any feedback or suggestion made by Client personnel for modifications of or enhancements to the Application Services ("Suggestions). For greater certainty, and without limiting the foregoing, Client hereby irrevocably assigns and transfers to Modiface all of the rights, title and interest, including any and all Intellectual Property Rights, in and to any and all Suggestions. Client shall, and shall cause every party acting under it in relation to this Agreement to, sign, execute, and acknowledge or cause to be signed, executed, and acknowledged any and all documents and perform such other acts as may be necessary for the purpose of perfecting the assignments described in this Section 5.1 and obtaining, enforcing and defending Intellectual Property Rights in the Modiface Technology. Client shall not take or permit any action inconsistent with Modiface's ownership of all right, interest and title in and to the Modiface Technology or which might impair the value of such ownership. For the purposes of this Section 5.1, "Modiface Technology" means the Services and Modiface Content, and any software, invention or technology used in providing any of the foregoing, and any Suggestion, derivative, improvement, modification or enhancement of or to any of the foregoing. 4.2 User Data Modiface shall have the right to use, sell, disclose, transfer, or rent any User Data other than Individually Identifiable User Data collected by Modiface with respect to Client's and Authorized User's access to and use of the Application Services, Modiface Content and Modiface Website without the prior consent of the Client and without duty of accountability to the Client. Without limiting the foregoing, Modiface shall have the right to use User Data internally in relation to: (i) the analysis, development and provision of the Application Services and Modiface Content; and (ii) record keeping, fee calculation, internal reporting, support and other internal business purposes. Modiface shall have the right to use and disclose User Data to report the number and type of transactions and other statistical information concerning the Application Services; provided that Modiface shall not report such information in a manner that discloses Individually Identifiable User Data. Modiface further may use and disclose User Data in aggregated form to advertise, market and promote Modiface's business and services so long as such disclosure and use is performed in a manner that does not disclose Individually Identifiable User Data. ARTICLE 5 CONFIDENTIALITY 5.1 Confidential Information In connection with the activities contemplated by this Agreement, each party acknowledges that it may have access to confidential or proprietary technical or business information of the other party, including without limitation any information disclosed by either party to the other party, either directly or indirectly, in writing, orally or by inspection of tangible objects (including without limitation documents, prototypes, samples, plant and equipment), which is designated as "Confidential," "Proprietary" or some similar designation ("Confidential Information") including without limitation (i) proposals, ideas or research related to possible new products or services; (ii) financial statements and other financial information; and (iii) the terms of this Agreement and the relationship between the parties. Information communicated orally shall be considered Confidential Information if such information is confirmed in writing as being Confidential Information within a reasonable time after the initial disclosure. Confidential Information of Client means Individually Identifiable User Data of Client. Confidential Information of Modiface shall include, without limitation, the Services, Modiface Content and Modiface Technology. Notwithstanding the foregoing, no technical information or know-how, including without limitation technical data, research, software, inventions, processes, designs and drawings, of Client shall be deemed Confidential Information unless Modiface provides written consent to the disclosure after receipt of a non-confidential summary of the information to be disclosed. 5.2 Exclusions Notwithstanding the foregoing, Confidential Information will not include any information which the receiving party can establish (i) was publicly known and made generally available in the public domain prior to the time of disclosure by the disclosing party; (ii) becomes publicly known and made generally available after disclosure by the disclosing party to the receiving party through no action or inaction of the receiving party; (iii) is already in the possession of the receiving party at the time of disclosure by the disclosing party as shown by the receiving party's files and records immediately prior to the time of disclosure; (iv) is obtained by the receiving party from a third party without a breach of such third party's obligations of confidentiality; or (v) is required by law to be disclosed by the receiving party, provided that the receiving party gives the disclosing party prompt written notice of such requirement prior to such disclosure and assistance in obtaining an order protecting the information from public disclosure. 5.3 Non-Use and Non-Disclosure Each party will take reasonable precautions to protect the confidentiality of each of the other party's Confidential Information, which precautions will be at least equivalent to those taken by such party to protect its own Confidential Information of similar nature. Except as required by law or as necessary to perform under this Agreement, neither party will use Confidential Information of the other party for its own benefit or for the benefit of any third party. Neither party will disclose the Confidential Information of the other party to any third party, except to employees, bound by confidentiality agreements, who have a need to know the Confidential Information in order for the receiving party to perform its obligations under this Agreement. 5.4 Authorized Disclosure Notwithstanding the foregoing provisions of this Article 6, each party may disclose the terms of this Agreement (i) in connection with the requirements of an initial public offering or securities filing; (ii) in confidence, to accountants, banks, and financing sources and their advisors; (iii) in confidence, in connection with the enforcement of this Agreement or rights under this Agreement; or (iv) in confidence, in connection with a merger or acquisition or proposed merger or acquisition, or the like. 5.5 Injunctive Relief Each party agrees that in the event of a breach or alleged breach of this Article 6 that the other party shall not have an adequate remedy at law, including monetary damages, and that the other party shall consequently be entitled to obtain a temporary restraining order, injunction, or other form of equitable relief against the continuance of such breach, in addition to any and all remedies to which such other party shall be entitled. ARTICLE 6 DISCLAIMER MODIFACE DISCLAIMS TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW ANY AND ALL WARRANTIES AND CONDITIONS, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING WITHOUT LIMITATION ALL IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT, OR THOSE ARISING FROM A COURSE OF DEALING OR USAGE OF TRADE, WITH RESPECT TO THE SERVICES AND OTHER DOCUMENTATION AND MATERIALS PROVIDED UNDER THIS AGREEMENT. MODIFACE MAKES NO WARRANTY THAT THE SERVICES WILL BE ERROR FREE, OR THAT THE SERVICES WILL FUNCTION WITHOUT INTERRUPTION OR WILL MEET ANY REQUIREMENTS OR CLIENT'S EXPECTATIONS. ARTICLE 7 LIMITATION OF LIABILITY 7.1 General NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT OR ANY STATUTE OR RULE OF LAW, IN NO EVENT WILL MODIFACE BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, PUNITIVE OR EXEMPLARY DAMAGES (INCLUDING BUT NOT LIMITED TO ANY DAMAGES FOR LOSS OF PROFITS, REVENUE, BUSINESS, USE OR DATA, BUSINESS INTERRUPTION, COST OF REPLACEMENT GOODS OR SERVICES, BODILY OR EMOTIONAL INJURY) ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, INCLUDING WITHOUT LIMITATION THE DELIVERY, PERFORMANCE OR USE OF THE SERVICES, WHETHER SUCH DAMAGES ARE BASED IN BREACH OF WARRANTY, BREACH OF CONTRACT (INCLUDING WITHOUT LIMITATION FUNDAMENTAL BREACH), TORT (INCLUDING WITHOUT LIMITATION NEGLIGENCE, IN ANY DEGREE, OR MISREPRESENTATION), PRODUCT LIABILITY, COPYRIGHT VIOLATION, STRICT LIABILITY, OR ANY OTHER LEGAL OR EQUITABLE THEORY, EVEN IF MODIFACE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. CLIENT ACKNOWLEDGES THAT MODIFACE'S ENTIRE LIABILITY FOR ANY CLAIM ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT SHALL IN NO EVENT EXCEED THE FEES PAID BY CLIENT TO MODIFACE UNDER THIS AGREEMENT FOR THE PARTICULAR SERVICES GIVING RISE TO SUCH CLAIM DURING THE LAST SIX MONTHS IMMEDIATELY PRIOR TO THE EVENT GIVING RISE TO SUCH CLAIM. CLIENT AGREES THAT THE LIMITATIONS OF LIABILITY PROVISIONS SET OUT IN THIS SECTION 8.1 ARE FAIR AND REASONABLE IN THE COMMERCIAL CIRCUMSTANCES OF THIS AGREEMENT AND THAT MODIFACE WOULD NOT HAVE ENTERED INTO THIS AGREEMENT BUT FOR THE CLIENT'S AGREEMENT TO LIMIT MODIFACE'S LIABILITY IN THE MANNER AND TO THE EXTENT PROVIDED UNDER THIS AGREEMENT. 7.2 Indemnity; Release CLIENT SHALL DEFEND, INDEMNIFY AND HOLD HARMLESS MODIFACE, AND ITS EMPLOYEES, OFFICERS, DIRECTORS, AGENTS AND CONSULTANTS ("INDEMNIFIED PARTIES") FROM AND AGAINST ANY AND ALL LOSSES, LIABILITIES, DAMAGES, CLAIMS, PAYMENTS, LIENS, JUDGMENTS, DEMANDS, COSTS AND EXPENSES (INCLUDING LEGAL FEES AND/OR EXPENSES) (COLLECTIVELY "CLAIMS") ARISING FROM OR RELATING TO, IN WHOLE OR IN PART, ANY ACTS OR OMISSIONS OF CLIENT OR ITS AGENTS, OR RELATING TO CLIENT'S CUSTOMERS, RELATIVES OF CUSTOMERS, OR THIRD PARTIES ASSOCIATED WITH CUSTOMERS (INCLUDING ANY EMPLOYEES, AGENTS OR CONSULTANTS OF THE CLIENT), INCLUDING WITHOUT LIMITATION ANY CLAIMS IN CONNECTION WITH THE FAMILY LAW ACT (ONTARIO), MEDICAL MALPRACTICE, NEGLIGENCE, PRODUCT LIABILITY, BODILY INJURY, EMOTIONAL INJURY OR DISTRESS, AND LOSS OF LIFE, REGARDLESS IN EVERY CASE OF THE FAULT OF ANY OF THE INDEMNIFIED PARTIES. IN THE EVENT A CUSTOMER OF CLIENT HAS A DISPUTE WITH THE CLIENT, CLIENT HEREBY RELEASES AND SHALL RELEASE THE INDEMNIFIED PARTIES FROM AND AGAINST ALL CLAIMS, DEMANDS, DAMAGES, AND LIABILITIES (ACTUAL AND CONSEQUENTIAL) OF EVERY KIND AND NATURE, KNOWN AND UNKNOWN, SUSPECTED AND UNSUSPECTED, DISCLOSED AND UNDISCLOSED, ARISING OUT OF OR IN ANY WAY CONNECTED WITH SUCH DISPUTE, EVEN IF MODIFACE HAS BEEN GROSSLY NEGLIGENT OR IS OTHERWISE AT FAULT. ARTICLE 8 TERM AND TERMINATION 8.1 Term This Agreement will commence on the Effective Date and remain in full force and effect until terminated by Modiface. 8.2 Termination 8.3 Either party may terminate this Agreement by ten (10) day's notice in writing to the other party if the other party becomes insolvent or bankrupt or it or any other person files a petition for winding up, dissolution or similar arrangement for such party under applicable law. Modiface may terminate this Agreement by notice in writing to Client if (a) Client is in breach of Section 2.1 or Article 4 or 6, or (b) Client or any affiliated entity commences or carries on a business which includes the development or licensing of software or services, whether or not developed by it, which is capable of a similar use to the Application Services. Either party may terminate this Agreement if the other party breaches any material provision of this Agreement and such event is not cured by the breaching party within thirty (30) days after written notice from the non-breaching party. Effect of Termination Upon any termination or expiration of this Agreement, access to and use of the Application Services and the Modiface Content by Client and Authorized Users shall be immediately terminated. Client shall promptly, but in no event later than 5 (five) days from the date of termination: (a) return any and all copies, whether electronic or otherwise, of the Modiface Content and other Confidential Information made by Client during the course of the Agreement; (b) purge all copies or partial copies of the Modiface Content and Confidential Information from all of Client's equipment, including, but not limited to, all copies or partial copies of the Modiface Content and Confidential Information stored on Client Website and Client's personal computers; and (c) provide Modiface with a written statement, signed by an authorized representative of Client, attesting to the return and/or destruction of all Modiface Content and Confidential Information. Termination of this Agreement shall not limit any other right or remedy either party may have with respect to liabilities accruing before the effective date of the termination. Upon the effective date of expiration or termination of this Agreement, any and all payment obligations of Client under this Agreement will become due immediately. 8.4 Survival The provisions of Articles 4, 5, 6, 7, 8, and 9 and Sections 2.3 and 3.3 shall survive any termination or expiration of this Agreement. ARTICLE 9 MISCELLANEOUS 9.1 Governing Law; Jurisdiction This Agreement shall be governed by and construed in accordance with the laws of the Province of Ontario and the laws of Canada applicable therein without reference to conflicts of law principles. The parties consent to the exclusive jurisdiction of the provincial and federal courts in the City of Toronto, Province of Ontario in relation to any dispute arising under this Agreement. 9.2 Entire Agreement This Agreement, constitutes the entire agreement between the parties with regard to the subject matter hereof. This Agreement may be amended or modified only by a subsequent written amendment signed on behalf of Modiface and Client by their duly authorized representatives, which specifically references this Agreement. There are no representations, warranties, terms, conditions, undertakings or agreements, whether written or oral, and whether express, implied or statutory, between Modiface and Client other than as expressly set forth in this Agreement. 9.3 Assignment This Agreement, and any and all rights, duties and obligations hereunder, shall not be assigned, transferred or delegated by Client without the prior written consent of Modiface. Any attempt by Client without such consent to assign, transfer or delegate any rights, duties or obligations that arise under this Agreement shall be void. Subject to the foregoing, the provisions of this Agreement shall inure to the benefit of, and be binding upon, the successors, assigns and heirs of the parties hereto. 9.4 Waiver No waiver of this Agreement shall be binding unless executed in writing by the party making the waiver. No waiver of any provision of this Agreement shall constitute a waiver of any other provision nor shall any waiver of any provision of this Agreement constitute a continuing waiver unless otherwise expressly provided. 9.5 Severability If any provision of this Agreement becomes or is declared by a court of competent jurisdiction to be illegal, unenforceable or void, portions of such provision, or such provision in its entirety, to the extent necessary, shall be severed from this Agreement, and such court will replace the original provision with a valid and enforceable provision that will achieve, to the extent possible, the same purposes of the original provision. The balance of this Agreement shall be enforceable in accordance with its terms. 9.6 Customer Reference Client agrees that Modiface may refer to Client as a client of Modiface in its websites, emails, press releases, and other promotional material and Client agrees to act as a customer reference for Modiface to prospective customers of Modiface. 9.7 Notices Any notice or other communication required or permitted to be given pursuant to or in connection with this Agreement shall be given as hereinafter provided to: Attention: Contract Administrator, Modiface Inc., 1075 Bay Street, Toronto, ON M5S 2B2, Canada, 416-223-2134 and to Client. Any such notice or other communication, shall be deemed to have been received at the earlier of (i) when delivered personally, (ii) one (1) business day after being delivered by facsimile (with receipt of confirmation), (iii) one (1) business day after being deposited with a courier service that guarantees "next business day" delivery or (iv) five (5) days after being deposited in the regular mail with postage prepaid. Notice of change of address or facsimile number shall also be governed by this section. 9.8 Relationship The relationship of Modiface and Client established by this Agreement is that of independent contractors, and neither party is an employee, agent, partner or joint venturer of the other. Neither party shall have the authority to make any statement, representation or commitment of any kind, or to take any action, that shall be binding on the other party. 9.9 Counterparts This Agreement may be executed in any number of counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument. 9.10 Headings The headings contained in this Agreement are for purposes of convenience only and shall not affect the meaning or interpretation of this Agreement.
I HAVE READ, UNDERSTOOD, AND ACCEPT THE ABOVE AGREEMENT