This Service Agreement (“Agreement”) is made between Yocale Network Corporation (“Yocale”) and you (“Client”) via Yocale’s website located at www.yocale.com (the “Website”). Yocale offers a variety of services via the Website, such as allowing end users of the Website (“Members”) to find, engage with and purchase services from Yocale’s clients through the Website (the “Services”). The Services may include scheduling appointments, rating businesses, obtaining reviews, and business information management as it relates to Client’s business.

IF YOU ARE ENTERING THIS AGREEMENT ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND SUCH ENTITY TO THIS AGREEMENT, IN WHICH CASE, THE TERM “CLIENT” WILL REFER TO SUCH ENTITY. IF YOU DO NOT HAVE SUCH AUTHORITY, OR IF YOU DO NOT AGREE WITH THIS AGREEMENT, YOU MUST NOT ACCEPT THIS AGREEMENT AND MAY NOT USE THE WEBSITE OR SERVICES.

Client affirms that the person accepting this Agreement on behalf of Client is older than the age of majority in the jurisdiction where Client is located and is fully able and competent to enter into the terms, conditions, obligations, affirmations, representations, and warranties set forth in this Agreement.

Yocale may amend this Agreement from time to time in Yocale’s sole discretion as changes are made to the Services and for other reasons. We will provide you with notice of the proposed amendment by posting an amended version of this Agreement with a new “Last Updated” date. The amendments will take effect immediately. Since this document is posted on the Website, Client should periodically review the most up-to-date version. Client’s continued use of the Services following the publishing of a revised version of this Agreement means that Client accepts and agrees to the changes.

1. Subscription for Services
   
   1. Services. Client may subscribe to the Services by accessing the Website, registering an account with Yocale and subscribing for the services provided by Yocale. Conditional on Client: (i) complying with the terms of this Agreement, including paying the Fees; (ii) cooperating with the reasonable requests of Yocale; and (iii) providing Yocale with access to Client’s internal systems and any required third party systems, including their practice management systems, calendar systems, and information databases (and making all required third party disclosures and obtaining all required third party consents in respect of such access), from which Client wishes the Services to obtain data, Yocale will provide the Services to Client on the terms and conditions set out in this Agreement.
   2. Availability. Yocale will use commercially reasonable efforts to make the Services available 24 hours a day, 7 days a week, with minimal downtime. Yocale does not guarantee 24x7 uptime availability of the Services. Client acknowledges that the Services will be unavailable during: (i) downtime and scheduled upgrades per Section 1(c); and (ii) unavailability caused by circumstances beyond Yocale’s reasonable control, including Force Majeure Events or the unavailability of any third-party software.
   3. Updates and Maintenance. Yocale may update any aspect of the Services at any time in its sole discretion. Any replacement, modification or upgrade to the Services is to be treated as part of the Services for the purpose of this Agreement. Yocale may schedule downtime for maintenance and upgrades to the Services without prior notice but will use reasonable efforts to provide advance notice where practicable.
   4. Personal Information. To the extent that Yocale processes any Personal Information under this Agreement, it will be used, collected, stored and disclosed solely for the purposes contemplated under this Agreement and in accordance with the Yocale Privacy Policy. Yocale will use reasonable efforts to confirm personal information for Members but does not guarantee the accuracy of the personal information provided to it by Members. Client agrees to confirm the accuracy of any Member personal information provided to Client by Yocale with the Member directly, as permitted by applicable laws.
   5. Internet Security Disclaimer. Client acknowledges and agrees that Yocale exercises no control over, and accepts no responsibility for, any content passing through the Internet or for Internet connectivity to the Services. Client acknowledges that the Internet is inherently risky, and Client assumes responsibility for its access to and use of the Services over the Internet.
   6. Limitation, Suspension or Termination of Access. In addition to the other rights and remedies of Yocale under this Agreement, Yocale may suspend, terminate or limit (in Yocale’s sole discretion) Client’s access to or use of the Services, or any part of it, without notice in order to: (i) prevent damage to, or degradation of the integrity of, the Services, Client Data or Client’s systems; (ii) comply with any law, regulation, court order or other governmental request or order applicable to Yocale; or (iii) otherwise protect Yocale from harm to its reputation or business. Yocale will use commercially reasonable efforts to notify Client of a limitation, suspension or termination action as soon as reasonably practicable. In the event of a limitation or suspension, Yocale will restore Client’s access to the Services when Yocale determines the event has been resolved. Nothing in this Agreement will limit Yocale’s right to take any action or invoke remedies or will act as a waiver of Yocale’s rights in any way with respect to any of the foregoing activities. Yocale will not be responsible for any loss or damages of any kind incurred by Client as a result of any limitation, termination or suspension of the Services under this Section 1(f).
   7. Subcontractors. Client acknowledges and agrees that Yocale may retain the services of independent consultants (“Subcontractors”) from time to time to provide, or to assist Yocale in providing, the Services. Any Subcontractors used by Yocale to provide the Services shall remain under the direction and control of Yocale.
   8. Yocale Advertising Network. From time to time, Yocale may, as part of the Services, and at Yocale’s sole discretion, (i) enter into agreements with third party websites and businesses, (ii) create a profile page for Client on the Website or on third party websites, (iii) optimize any current or future Internet listings for Client to take advantage of search engine marketing, lead generation or social networking opportunities, and (iv) perform any other acts Yocale deems appropriate to increase traffic and utilize your availability to increase Client’s appointment bookings (the “Yocale Advertising Network”). From time to time, at its sole discretion, Yocale may make specific offers to Client to participate in the Yocale Advertising Network. The terms and conditions of these offers will be available to Client at the time of the offer and acceptance of the offers will be at Client’s discretion.
2. Intellectual Property
   
   1. Ownership of Client Data. Yocale expressly acknowledges and agrees that, as between Client and Yocale, Client is the owner of and has exclusive rights, title and interest in and to the data, information, records and files that Client (or any User) loads, transmits to or enters into the Services (“Client Data”), now and in the future on a worldwide basis, and that such information is further protected as Client’s Confidential Information. Subject to the terms and conditions of this Agreement, Client grants to Yocale a non-exclusive, perpetual, royalty-free, fully paid-up, worldwide license to copy, reproduce, modify, develop, access, collect, store and use the Client Data (i) as necessary to provide the Services to Client, and (ii) for Yocale’s business purposes, including training, enhancing, developing, creating, improving and commercializing Yocale’s systems and proprietary technology, the Yocale Property (as defined below) and Yocale’s other products and services. Client will ensure Yocale’s use of any Client Data in accordance with the terms of this Agreement will not violate the rights of any third party. Yocale may use the Client Data anonymously or in an aggregated manner so that it is no longer personally identifiable for any purpose and Yocale may transfer, convey, sell, manipulate, and otherwise exploit such anonymous or aggregated Client Data. Upon termination or expiration of this Agreement, Yocale retains the right to export, retain, or delete Client Data unless otherwise agreed in a separate contract. Yocale shall not be obligated to retain Client Data beyond a reasonable period after termination, and any obligations regarding data retention or handover shall be outlined in a separate agreement, if applicable.
   2. Freedom to Use Ideas. For clarity, the ideas, methods, concepts, know-how, structures, techniques, inventions, developments, processes, discoveries, improvements and other information and materials developed regarding the provision of the Services or Yocale’s intellectual property during the course of this Agreement by Yocale and/or Yocale personnel or Subcontractors may be used by Yocale without limitation, including by or for its customers.
   3. Retention of Rights. Except as expressly set forth in this Agreement: (i) Yocale retains all right, title, and interest in and to the Website, the Services, any anonymized and aggregated data, and any and all other intellectual property created, used or provided by Yocale to Client pursuant to this Agreement, and all modifications or derivatives thereof or improvements thereto (“Yocale Property”); and (ii) Client acknowledges that nothing contained in this Agreement will constitute an assignment or transfer of the Yocale Property to Client.
   4. Feedback. This section does not apply to Client Data; however, Client agrees that any ideas, suggestions, concepts, processes or techniques which Client provides to Yocale related to the Services or its business (“Feedback”) are and will be Yocale’s exclusive property without any compensation or other consideration payable to you by Yocale. Yocale may or may not, in its sole discretion, use or incorporate the Feedback in whatever form or derivative Yocale may decide into the Services, its software, documentation, business or other products or services, or any future versions or derivatives of the foregoing. You hereby assign all rights on a worldwide basis in perpetuity to Yocale in any Feedback and, as applicable, waive any moral rights.
   5. Member Information. Yocale enables Members to post feedback and content on the Website (the “Member Content”). The Member Content is provided by Members, and may be published, edited, or modified and shared via the Website and the Services at Yocale’s discretion. Client expressly acknowledges and agrees that Yocale is not responsible for, nor does it have any have any obligation to monitor, the Member Content. In the event Client disagrees with any Member Content in respect of Client, Client may inform Yocale and specifically request that Yocale review such Member Content. Yocale may, at its sole discretion, review such Member Content, and if Yocale agrees with Client, Yocale may remove such Member Content from the Website and Services.
3. Client Responsibilities and Restrictions
   
   1. User ID. Upon Client’s request, but subject to any limitations associated with Client’s subscription account, Yocale will issue a user identification and password (“User ID”) to Client for each individual who is an authorized user that Client authorized to use the Services (each a “User”). Users may only access and use the Services with their specific User ID. Client is responsible to ensure User IDs are not shared between individuals, and that Users retain the confidentiality of their User ID. Client is responsible for any and all activity occurring under the User IDs associated with Users. Client will promptly notify Yocale of any actual or suspected unauthorized use of the Services. Yocale may require that a User ID be replaced at any time.
   2. Client Responsibilities and Restrictions. Client agrees that Client will not, and will not permit any person to:
      1. use the Services other than as permitted by this Agreement;
      2. use the Services in violation of any law, regulation or rule;
      3. copy, translate, create a derivative work of, reverse engineer, reverse assemble, disassemble, decompile, modify or adapt the Services or any part thereof or otherwise attempt to discover any source code of the Services;
      4. license, sublicense, sell, resell, rent, lease, transfer, assign, distribute, time share or otherwise commercially exploit or make the Services available to any third party, other than to the Users, or any use otherwise than as expressly permitted under this Agreement;
      5. use the Services to upload, collect, transmit, store, use or process, or ask Yocale to obtain from third parties, any data: (A) that Client does not have the lawful right to copy, transmit, distribute and display (including any Client Data that would violate any confidentiality or fiduciary obligations that Client might have with respect to the Client Data); (B) for which Client does not have the consent or permission from the owner of any Personal Information contained therein; (C) that infringes, misappropriates or otherwise violates any intellectual property rights or other proprietary rights of any third party; (D) that is tortious, defamatory, obscene or offensive; or (E) that violates, or encourages any conduct that would violate, any applicable law or regulation or would give rise to civil or criminal liability;
      6. use the Services to send, store, publish, post, upload or otherwise transmit any viruses, Trojan horses, worms, time bombs, corrupted files or other computer programming routines that are intended to damage, detrimentally interfere with, surreptitiously intercept or expropriate any systems, data, Personal Information or property of another;
      7. use the Services in a manner that interferes with or disrupts the integrity or performance of the Services;
      8. attempt to gain unauthorized access to the Services or its related systems or networks;
      9. probe, scan or attempt to penetrate or ascertain the security of the Services in any manner;
      10. use any data mining, robots or similar data gathering or extraction methods; or
      11. use or access the Services for purposes of competitive analysis of the Services, the development of a competing product or service or any other purpose that is to Yocale’s commercial disadvantage.
   3. Client Data. As between Yocale and Client, Client is solely responsible for the accuracy, quality, integrity, legality, reliability and appropriateness of the Client Data.
   4. Provision of Products and Services to Members: Client acknowledges that scheduling of a Member for an appointment constitutes Client’s acceptance of that Member as a customer or patient. Client is fully and solely responsible for all services, advice, and care rendered to the Member and for collecting payment from the Member for any and all services rendered. Client expressly acknowledges and agrees that Yocale is not responsible or liable in any manner for any interaction between Client and the Member or any Client products or services provided or not provided to the Member.
   5. Member Scheduling: Client shall use reasonable efforts to respond to a Member scheduling request within one (1) hour after receipt of Member’s request for an appointment. Client acknowledges that unreasonable rescheduling or cancelling of Member appointments may result in Client being removed from, or otherwise affected in the ranking of appointment listings available to Members, or may negatively affect the ratings and rankings of Client on the Services.
4. Payment Terms
   
   1. Fees. Client will pay to Yocale the applicable subscription fees as described at the time of Client’s subscription to the Services (the “Fees”) and in accordance with the payment terms set forth in this Agreement.
   2. Invoicing. Unless otherwise agreed to by the parties, the Fees may be paid in periodic dates or in lump sum. Each date of payment of a portion of the Fees is called a “Payment Date”. Client agrees to pay all fees on the relevant Payment Date. If Client in good faith believes that Yocale has billed Client incorrectly, Client must notify Yocale in writing no later than 30 days after the date of the Payment Date. The parties shall cooperate in good faith to resolve any billing concern raised by Client within 30 days after Client notifies Yocale. Yocale reserves the right to charge interest at the rate of the lesser of (i) 1% compounded monthly (12% annually), or (ii) the maximum amount allowed by law, in respect of Fees that have remained unpaid after the Payment Date, except for unpaid disputed amounts.
   3. Authorization. If Client elects to pay by credit card, Client hereby authorizes Yocale to bill Client’s credit card on the date that Client subscribes to the Services and on each Payment Date thereafter. If Client elects the pre-authorization payment method, Client hereby authorizes Yocale to collect Fees via automatic payments from Client’s chequing/checking account on the date that Client subscribes to the Services and on each Payment Date thereafter.
   4. Fee Changes: In addition to any other terms of this Agreement which may modify the Fees payable hereunder, Yocale may increase the Fees at any other time by providing Client with at least 30 days notice.
   5. Taxes. The Fees are exclusive of any taxes, levies, duties or similar governmental assessments of any nature including value-added, sales, use or withholding taxes, assessable by any jurisdiction whatsoever (collectively, “Taxes”). Client will be responsible for self-assessment of and self-remission of any and all Taxes associated with this Agreement to the applicable collecting agency or party. In the event that Yocale pays Taxes on behalf of Client, Client will reimburse Yocale for its payment of all Taxes, fees or assessments imposed by any governmental authority upon the services provided hereunder to Client (excluding taxes based upon Yocale’s income).
5. Warranties
   
   1. Client Warranties. Client represents, warrants and covenants to Yocale that:
      1. Client is duly incorporated, organized or otherwise validly existing and in good standing within the laws and regulations of their presiding jurisdiction;
      2. Client has the full power to enter into this Agreement, binding Client to perform its obligations under this Agreement;
      3. entering this Agreement will not result in any breach of any term or condition of any other agreement binding Client;
      4. Client will comply with all applicable laws, including privacy laws, in its use of the Services, including without limitation Client’s provision, disclosure, use, retention and destruction of Personal Information;
      5. Client will provide Yocale with up-to-date, accurate information and maintain updated and accurate scheduling information for Members;
      6. where applicable, Client shall ensure that it has all proper unexpired certifications, including licenses or other professional requirements to carry on business and provide their services to Members;
      7. where applicable, Client shall ensure that it has and will maintain sufficient and appropriate professional liability insurance to provide their services to Members;
      8. Client will ensure that it will treat all Members equally without regard to Members’ race, religion, sex, sexual orientation, disability, or other potential head of discrimination; and
      9. Client will use the Services in accordance with all applicable laws and regulations.
   2. Disclaimer: EXCEPT AS EXPRESSLY SET FORTH IN THIS SECTION 5, THE SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. TO THE FULLEST EXTENT PERMITTED BY LAW, YOCALE AND ITS OFFICERS, DIRECTORS, EMPLOYEES, AND AGENTS, DISCLAIM ALL WARRANTIES AND CONDITIONS, EXPRESS OR IMPLIED OR STATUTORY, IN CONNECTION WITH THE SERVICES AND CLIENT’S USE THEREOF, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, COMPLETENESS, PERFORMANCE, HARDWARE COMPATIBILITY, QUIET ENJOYMENT, TITLE AND NON-INFRINGEMENT. YOCALE MAKES NO WARRANTIES OR REPRESENTATIONS ABOUT THE ACCURACY OR COMPLETENESS OF ANY SITES, PAGES OR SERVICES LINKED TO OR THROUGH THE SERVICES AND ASSUME NO LIABILITY OR RESPONSIBILITY FOR (I) ANY ERRORS, MISTAKES, INACCURACIES OR OMISSIONS IN THE SERVICES, OR IN THE TRANSMISSION OF CONTENT (II) ANY PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM CLIENT’S ACCESS TO OR USE OF THE SERVICES OR ACCESS TO ANY CONTENT, (III) ANY UNAUTHORIZED ACCESS TO OR USE OF YOCALE’S SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION AND/OR FINANCIAL INFORMATION STORED THEREIN, (IV) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM THE SERVICES, (V) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE WHICH MAY BE TRANSMITTED TO OR THROUGH THE SERVICES BY ANY THIRD PARTY, OR (VI) ANY ERRORS, MISTAKES, INACCURACIES OR OMISSIONS IN ANY CONTENT OR FOR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF THE USE OF ANY CONTENT POSTED, EMAILED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE VIA THE SERVICES. YOCALE DOES NOT WARRANT, ENDORSE, GUARANTEE, OR ASSUME RESPONSIBILITY FOR ANY PRODUCT OR SERVICE ADVERTISED OR OFFERED BY A THIRD PARTY THROUGH THE SERVICES OR ANY HYPERLINKED SERVICE OR WEBSITE FEATURED, BANNER, SPONSOR MESSAGE OR OTHER ADVERTISING. YOCALE WILL NOT BE A PARTY TO OR IN ANY WAY BE RESPONSIBLE FOR MONITORING ANY TRANSACTION BETWEEN CLIENT AND MEMBERS OF PRODUCTS OR SERVICES. AS WITH THE SALE OF A PRODUCT OR SERVICE THROUGH ANY MEDIUM OR IN ANY ENVIRONMENT, CLIENT SHOULD USE BEST JUDGMENT AND EXERCISE CAUTION WHERE APPROPRIATE.
6. Term and Termination
   
   1. Term. The initial term of this Agreement and Client’s subscription to the Services shall be as set forth in Client’s Subscription (the “Initial Term”), and shall automatically renew for successive terms equal to the Initial Term (each a “Renewal Term”), unless a party gives written notice to the other party at least 30 days before the expiration of the then-current Initial Term or Renewal Term advising that it wishes to terminate this Agreement and subscription to the Services at the end of such Initial Term or Renewal Term. Client may provide written notice of termination to Yocale at support@yocale.com.
   2. Termination. Without prejudice to any other rights or remedies which it may have, either party may terminate this Agreement:
      1. if the other party materially breaches this Agreement and such breach remains uncured 30 days after receiving written notice of such breach; or
      2. immediately by notice to the other party if (1) the other party is declared insolvent or bankrupt, (2) a petition is filed in any court to declare the other party bankrupt or for a reorganization under bankruptcy law or similar statute and such petition is not dismissed in 60 days, or (3) a trustee in bankruptcy or a receiver or similar entity is appointed for the other party.
7. Effect of Termination
   
   1. Upon any termination or expiry of this Agreement, Client will immediately cease any and all use of the Services, all rights granted herein will revert to the granting party and all licenses will terminate. This Section 7(a) is subject to any rights or obligations expressly surviving the termination or expiry of this Agreement.
   2. Within 30 days of any termination or expiry of this Agreement, a Receiving Party will delete or destroy all Confidential Information of the Disclosing Party which it has in its custody or control. For clarity, the foregoing does not limit the right of either party to retain such information as required by law or as permitted under this Agreement.
   3. Sections 2, 4, 5 and 7 through 11 shall survive the termination or expiry of this Agreement.
8. Liability Limitations
   
   1. Limitations of Liability:
      1. IN NO EVENT WILL YOCALE’S TOTAL LIABILITY FOR ANY AND ALL CLAIMS IN AGGREGATE IN CONNECTION WITH OR UNDER THIS AGREEMENT EXCEED THE GREATER OF: (i) THE TOTAL AMOUNT OF FEES PAID OR PAYABLE BY CLIENT TO YOCALE IN THE 12 MONTHS IMMEDIATELY PRECEDING THE DATE THE CAUSE OF ACTION FIRST AROSE OR (ii) $100. FOR GREATER CERTAINTY, THE EXISTENCE OF ONE OR MORE CLAIMS UNDER THIS AGREEMENT WILL NOT INCREASE THIS MAXIMUM LIABILITY AMOUNT.
      2. IN NO EVENT SHALL YOCALE BE LIABLE TO CLIENT FOR ANY (I) SPECIAL, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES, (II) LOST SAVINGS, PROFIT, DATA, USE OR GOODWILL, (III) BUSINESS INTERRUPTION, EVEN IF NOTIFIED IN ADVANCE OF SUCH POSSIBILITY, OR (IV) PERSONAL OR PROPERTY DAMAGE ARISING OUT OF OR IN ANY WAY CONNECTED TO THIS AGREEMENT, REGARDLESS OF CAUSE OF ACTION OR THE THEORY OF LIABILITY, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE, GROSS NEGLIGENCE, FUNDAMENTAL BREACH, BREACH OF A FUNDAMENTAL TERM) OR OTHERWISE.
      3. IN NO EVENT SHALL YOCALE BE LIABLE FOR PROCUREMENT OR COSTS OF SUBSTITUTE PRODUCTS OR SERVICES.
   2. No Jury Trial. EACH PARTY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LEGAL ACTION ARISING OUT OF OR RELATING TO THIS AGREEMENT.
   3. No Participating in Class Action. CLIENT AGREES THAT, WITH RESPECT TO ANY DISPUTE ARISING OUT OF OR RELATING TO THIS AGREEMENT, CLIENT HEREBY GIVES UP ITS RIGHT TO PARTICIPATE AS A MEMBER OF A CLASS OF CLAIMANTS IN ANY LAWSUIT INCLUDING BUT NOT LIMITED TO CLASS ACTION LAWSUITS INVOLVING ANY SUCH DISPUTE.
9. Indemnification
   
   Client will defend, indemnify and hold Yocale harmless from and against all third party claims, suits, demands, or actions, and shall indemnify Yocale against all costs, expenses and resulting damages awarded (including reasonable attorneys’ fees) to the extent arising from: (i) a claim that the Client Data infringes any intellectual property rights of a third party or any other third party right; (ii) Client’s use of the Services; (iii) any disputes between Client and Members; (iv) Client’s breach of applicable laws, including privacy laws, or (v) any grossly negligent, willful misconduct or fraudulent action of Client.
   
10. Confidentiality
    
    1. “Confidential Information” means any and all information disclosed by either party (“Disclosing Party”) to the other party (“Receiving Party”) that is not public information and that is marked “confidential” or “proprietary” or which the Receiving Party knows or ought reasonably to know is regarded by the Disclosing Party as such, including oral information. All Client Data is Client’s Confidential Information. All Company Property is Company’s Confidential Information.
    2. Obligation. The Receiving Party agrees (i) to hold the Disclosing Party’s Confidential Information in strict confidence, (ii) to limit access to the Disclosing Party’s Confidential Information to those of its employees, contractors or agents having a need to know and who are bound by confidentiality obligations at least as restrictive as those contained herein, and (iii) not to use the Disclosing Party’s Confidential Information for any purpose except as expressly permitted hereunder. Notwithstanding the foregoing, the Receiving Party will not be in violation of this Section 10(a) with regard to a disclosure that was in response to a valid court order, the advice of outside legal counsel that such disclosure must be made by it in order that it not commit a violation of law or requirement by a court or other governmental body, provided that the Receiving Party gives the Disclosing Party prior written notice of such disclosure in order to permit the Disclosing Party to seek confidential treatment of such Confidential Information.
    3. Exceptions. The restrictions on use and disclosure of Confidential Information set forth in Section 10(a) will not apply to any Confidential Information, or portion thereof, which (i) is or becomes a part of the public domain through no act or omission of the Receiving Party, (ii) was in the Receiving Party’s lawful possession prior to the disclosure, as shown by the Receiving Party’s competent written records, (iii) is independently developed by the Receiving Party without reference to the Disclosing Party’s Confidential Information, as shown by the Receiving Party’s competent written records, or (iv) is lawfully disclosed to the Receiving Party by a third party without restriction on disclosure.
11. Consent to Receive SMS Messages
    
    By using Yocale’s Services, you expressly consent to receive SMS messages from Yocale
    and the businesses (providers) you interact with through the platform. This includes, but
    is not limited to, appointment confirmations, reminders, updates, and promotional
    messages.
    As a Yocale client, you acknowledge and consent to receive SMS communications from
    Yocale regarding platform updates, service notifications, and promotional content.
    Additionally, you agree that Yocale may facilitate SMS communications between your
    business and your customers for appointment confirmations, reminders, and other
    service-related notifications. You are responsible for ensuring that your customers have
    provided appropriate consent to receive such messages.
    By continuing to use Yocale’s Services, you confirm that you understand and agree to
    these SMS communication terms. If you have any concerns or wish to withdraw
    consent, please contact Yocale at support@yocale.com.
12. General Provisions

1. Interpretation. In this Agreement: (i) words denoting the singular include the plural and vice versa and words denoting any gender include all genders; (ii) all usage of the word “including” or the phrase “e.g.,” in this Agreement shall mean “including, without limitation,” throughout this Agreement; (iii) all dollar amounts are expressed in United States dollars unless expressly provided otherwise in the applicable SOW. Headings and the division of this Agreement into sections are for convenience of reference only and shall not affect the interpretation hereof.
2. Arbitration. All disputes arising out of or in connection with this Agreement, or in respect of any defined legal relationship associated therewith or derived therefrom, shall be referred to and finally resolved by arbitration administered by the Vancouver International Arbitration Centre (VanIAC) pursuant to its applicable Rules. The place of arbitration shall be Vancouver, British Columbia, Canada. The number of arbitrators shall be one. The language of the arbitration shall be English. Notwithstanding the foregoing, Yocale may seek and obtain injunctive relief in any jurisdiction in any court of competent jurisdiction and Client agrees that this Agreement is specifically enforceable by Yocale through injunctive relief and other equitable remedies without proof of monetary damages.
3. Governing Law. This Agreement and any action related thereto shall be governed by and construed in accordance with the laws of the Province of British Columbia and the federal laws of Canada applicable therein, without regard to conflicts of law principles. The U.N. Convention on Contracts for the International Sale of Goods will not apply to this Agreement.
4. No Rights. Unless otherwise expressly provided for in this Agreement, no rights or licenses to any data, information, technology, trademarks or any other item containing the intellectual property rights of a party, or any third party are granted by virtue of this Agreement.
5. Force Majeure. If the performance of any obligation hereunder, except non-payment of amounts due hereunder, is interfered with by reason of any circumstances beyond a party’s reasonable control, including acts of God, labor strikes and other labor disturbances, power surges or failures, Internet connectivity, or the act or omission of any third party (each, a “Force Majeure Event”), the party shall be excused from such performance to the extent necessary. Each party will use reasonable efforts to implement industry standard procedures to minimize the disruption of such Force Majeure Events and shall use reasonable efforts to remove such causes of non-performance.
6. Right to List as a Customer.  Client agrees that Yocale may utilize Client’s name, logos and/or trademarks in listings of current customers. Use of Client’s name, logos and/or trademarks in any other marketing materials or press announcements will be submitted to Client in advance for approval, provided that such approval will not be unreasonably withheld or delayed.
7. Compliance with Export Regulations. Client has or will obtain in a timely manner all necessary or appropriate licenses, permits or other governmental authorizations or approvals, and will indemnify and hold Yocale harmless from, and bear all expense of, complying with all foreign and domestic laws, regulations or requirements pertaining to the importation, exportation or use of the technology to be developed or provided herein. Client will not directly or indirectly export or re-export (including by transmission) any regulated technology to any country to which such activity is restricted by regulation or statute, without the prior written consent, if required, of the administrator of export laws.
8. Entire Agreement. The terms and conditions of this Agreement supersede and replace all previous and contemporaneous agreements, proposals or representations related to the Services.
9. Assignment. Client shall not be permitted to assign this Agreement without the consent of Yocale. Yocale shall have the right to assign this Agreement without Client’s consent.
10. Severability; Waiver. In the event that any provisions of this Agreement shall be found to be illegal, void or unenforceable, that provision will be enforced to the maximum extent permissible, and the remainder of the Agreement shall remain in full force and effect. Any waiver or failure to enforce any provision of this Agreement on one occasion will not be deemed a waiver of any other provision or of such provision on any other occasion. All waivers must be in writing. Other than as expressly stated herein, the remedies provided herein are in addition to, and not exclusive of, any other remedies of a party at law or in equity.
11. Relationship of Parties. The parties are independent contractors. No agency, partnership, joint venture or employment relationship is created as a result of this Agreement, and each party does not have any authority of any kind to bind the other in any respect whatsoever and neither party shall make any contracts, warranties or representations or assume or create any other obligations, express or implied in the other party’s name or on its behalf.
12. No Third Party Beneficiaries; Enurement. There are no third party beneficiaries to this Agreement. This Agreement shall enure to the benefit of and be binding upon the parties and their respective successors and permitted assigns.
13. Notices. All notices, demands, consents, authorizations, approvals and other communications under this Agreement must be given in writing to the other party at: (i) if to Client, to Client’s email or postal address set out on the first page of this Agreement; or (ii) if to Yocale, to:‍
    
    Yocale Networks Corporation
    Attention: Yocale Support
    Email: support@yocale.com
    
    Notices will be deemed to have been given upon receipt (or when delivery is refused) and may be (1) delivered personally, (2) sent via certified mail (return receipt requested); (3) sent via electronic mail (with confirmation of receipt), or (4) sent by recognized air courier service. A party may change its address for notice under this Agreement by giving written notice to the other party by the means set forth in this Section 11(m).
14. Rights and Remedies. Except as specifically provided in this Agreement, the rights and remedies provided in this Agreement and all other rights and remedies available to either party at law or in equity are, to the extent permitted by law, cumulative and not exclusive of any other right or remedy now or hereafter available at law or in equity, neither asserting a right nor employing a remedy shall preclude the concurrent assertion of any other right or employment of any other remedy.
15. Further Assurances. Each party will from time to time and at all times do such further acts and execute and deliver such further documents as may be reasonably required in order to evidence, carry out and give full effect to the terms, conditions, intent and meaning of this Agreement.
16. Join.Me and Gotomeeting Integrations. The video conferencing features made available as part pf the Services utilize Join.me and GotoMeeting implementations. Client acknowledges and agrees that any use of such video conferencing features will be subject to Client’s acceptance of the Join.me and GotoMeeting Terms of Use found at https://secure.logmein.com/home/en/policies/terms-and-conditions.

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