CSIO Broker License Agreement | Centre for Study of Insurance Operations

This Broker Licence Agreement is made between the CENTRE FOR STUDY OF INSURANCE OPERATIONS, a not-for-profit corporation incorporated under the laws of Canada (“CSIO”, “we” “us” “our”) and the brokerage named in an Annual CSIOnet Invoice and issued account credentials (“Broker”, “you” and “your”).

CSIO provides access to CSIOnet and CSIO My Proof of Insurance eDelivery to its members and other permitted users. CSIO is willing to provide access to these services subject to the provisions of this Agreement, including the Broker’s payment of Licensee Fees. In order to access those services, you must review and agree to the provisions of this Agreement.

1. DEFINITIONS AND INTERPRETATION

1.1 In this Agreement, the following terms shall have the following meanings:

(a) “Agreement” means this Broker Licence Agreement;

(b) “Annual CSIOnet Invoice” means the annual CSIOnet invoice issued by CSIO for a given licensing year;

(d) “Business Day” means Monday to Friday between the hours of 9:00 a.m. to 5:00 p.m., except when such a day is a statutory or civic holiday in Ontario;

(e) “Confidential Information” means all tangible and intangible information and materials, in any form or medium, received (directly or indirectly) by one party (the “Receiving Party”) from the other party (the “Disclosing Party”), or collected by the Receiving Party on behalf of the Disclosing Party, in connection with this Agreement that is (i) designated as confidential in writing by the Disclosing Party prior to or at the time such information is disclosed by the Disclosing Party to the Receiving Party; or (ii) apparent to a reasonable person, familiar with the Disclosing Party’s operations, business and the sector in which it operates, to be of a confidential nature – and in either case, without regard to whether that information and materials are owned by a party to this contract or by a third party;

(f) “Confidential Material” means any notes or other documents relating to the Confidential Information;

(g) “CSIO and CSIO Parties” has the meaning ascribed to it at Section 10.3;

(h) “CSIOnet” means CSIO’s secure platform for the efficient exchange of policy information between insurers and brokers, and software related thereto;

(i) “Data Breach” has the meaning ascribed to it at Section 8.9;

(j) “Disclosing Party” has the meaning ascribed to it in the definition of Confidential Information;

(k) “Licence Fee” means the annual CSIOnet fee or other fees owing in respect of your subscription to CSIOnet and based on your access to the Services, as such fees are determined by CSIO according to CSIO’s by-laws;

(l) “MPOI” means My Proof of Insurance eDelivery solution, CSIO’s secure platform for the sending of policy documents, including proof of auto insurance to insureds, and software related thereto;

(m) “Personal Information” means information about an identifiable individual but does not include the name, title, business address, business telephone number, business e-mail address or business fax number of any employee or official of any organization, to the extent that such information is collected, used or disclosed for the purpose of contacting that person in his or her capacity as an employee or official of that organization;

(n) “Receiving Party” has the meaning ascribed to it in the definition of Confidential Information;

(o) “Services” means providing you access to certain services as indicated in your Annual CSIOnet Invoice, which may include CSIOnet, MPOI, and/or such other services;

(p) “Term” has the meaning ascribed to it in Section 13.1;

(q) “Use” means use, copy, or display of the Services for your internal use in Canada; and

(r) “Users” means any person whom you permit to access or Use the Services on your behalf or who otherwise does so under your credentials, including your employees, consultants or agents.

1.2 In this Agreement, Section headings are for ease of reference only and shall not affect construction and the singular shall include the plural and vice versa. If any action is required to be taken pursuant to this Agreement on or by a specified date which is not a Business Day, then such action shall be valid if taken on or by the next succeeding Business Day.

2. USE OF SERVICES, USAGE POLICIES

2.1 Subject to the terms of this Agreement, CSIO grants to you a non-exclusive, royalty-free, non-sublicensable, non-transferable licence to Use the Services only for your own business purposes during the Term.

2.2 In accessing the Services, you agree to comply with any reasonable usage policies or instructions that apply generally to all users of those Services and that are communicated to you by CSIO from time to time. If you notify CSIO that a change to such policies or instructions results in you being in breach of same, CSIO will give you a reasonable period of time to cure the breach.

2.3 You shall not tamper with or abuse the Services, or use them in a manner that interferes with the use of them or related services by other persons, or in a manner that avoids the payment of any charges, or in violation of another person’s rights, or for an illegal purpose. You shall not reverse engineer, modify, decrypt, extract, disassemble, copy, or decompile the Services, or permit anyone else to do so.

2.4 You will promptly notify us upon becoming aware of any unauthorized use of the Services.

2.5 If functionality issues arise in connection with your Use of the Services, you will not, in your communications to third parties, disparage or attribute blame to the Services or CSIO until (a) you have investigated the matter and confirmed that the functionality issue is attributable to CSIO; and (b) you have notified CSIO and given CSIO a reasonable opportunity to investigate the matter to determine whether the functionality issue is attributable to CSIO, and CSIO has not demonstrated that the functionality issue is not attributable to CSIO.

2.6 All transactions in your CSIOnet mailbox (including, without limitation, messages, eDocs and EDI) will be subject to a 45 day retention period. Any transactions older than 45 days will be systematically deleted from CSIOnet.

2.7 You acknowledge and agree that CSIOnet is not PCI compliant, and that CSIOnet is not intended to facilitate any transmission of credit card, banking or payment information. You will ensure that your Users do not transmit such information via or otherwise upload such information to CSIOnet.

3. USERS

3.1 You are responsible for ensuring that your Users comply with this Agreement. You are entirely responsible (and CSIO is not responsible) for the acts or omissions of such persons in connection with this Agreement (including their use of the Services, as permitted hereunder).

3.2 You are responsible for all acts that occur using the account credentials for the Services issued to you by CSIO. You are responsible for the confidentiality of your account credentials, and ensuring that only authorized persons have access to them. If you suspect or become aware that your account credentials have been compromised, you must immediately contact CSIO Helpdesk.

4. BROKER EQUIPMENT, SOFTWARE, SERVICES AND DATA

4.1 You are responsible for the selection, supply, installation, maintenance, and security of all equipment, software, and services necessary for your use of, or that you use in conjunction with, the Services. You are also responsible for the supply, quality, condition, and content of Broker Content. The Broker Content must be compatible with the applicable Services and, where applicable, in the format prescribed by CSIO.

4.2 CSIO does not own the Broker Content and is not responsible for, does not censor, exercises no control over, and is not responsible for re-creating or re-transmitting, the Broker Content. Notwithstanding the foregoing, CSIO has the right to remove or deactivate any Broker Content that, in CSIO’s opinion, may or does infringe any other person’s rights, or violates CSIO’s reasonable usage policies or instructions, or any law or order of a court or other lawful authority.

4.3 You grant CSIO a royalty-free, non-exclusive licence to use, copy, distribute, transmit, edit, delete, publish and translate the Broker Content to the extent reasonably required by CSIO to provide the applicable Services or related services, or to enforce the terms of this Agreement (and subject to the confidentiality, privacy and security obligations set out in this Agreement). You represent and warrant that: (a) you have obtained any necessary consents, approvals and authorizations to enable the Broker Content to be copied, modified, run and accessed for the provision of the applicable Services and any related services without infringing any other person's rights; (b) in using the Broker Content to provide the applicable Services and any related services, CSIO will not infringe the rights of any other person; and (c) the disclosure to CSIO or the use by CSIO of the Broker Content pursuant to this Agreement will not breach any confidential or contractual relationship between you and any other person.

5. CRITICAL RESTRICTIONS, SUSPENSIONS OR TERMINATION

5.1 Provided that CSIO acts reasonably in doing so, CSIO may (but is not obligated to) immediately restrict, suspend or terminate some or all of the functionality of the Services without advance notice to you: (a) to protect CSIO or you from an unauthorized use of the functionality of the Services; (b) to prevent damage or degradation to CSIO’s network or any functionality of the Services; (c) to comply with any law or order of a court or other lawful authority; (d) for a violation (as determined by CSIO) of any provisions of this Agreement relating to the use or misuse of the functionality of the Services by you, including any policies or instructions communicated to you by CSIO, or (e) to protect CSIO from legal liability or from acts or omissions of the Broker that are determined by CSIO to be illegal.

5.2 CSIO shall give you notice of the restriction, suspension, or termination when reasonably possible after the action has been taken.

6. INTELLECTUAL PROPERTY

6.1 CSIO and/or its licensors retain all title and ownership to the Services, and all derivations thereof. CSIO reserves for itself and any applicable licensor or third parties, all rights in the patents, copyrights, trade secrets and other intellectual property in the Services, and all derivations thereof.

6.2 If your Users contribute to the creation of, or changes to or improvement in, the Services, you agree that neither you nor these persons will become owners of any part of the Services (including of their contribution). To effect the foregoing, you agree to implement and retain documentation that is binding on your Users (such as employment contracts, code of conduct, code of ethics or consultancy agreements) in which your Users acknowledge and agree that they are not owners of the work product, contributions or code generated or provided by them that relate to the Services, and in which they waive any moral rights they could have claimed with regards to same. Should any User file an intellectual property claim regarding the Services, you agree to assist CSIO to defend against such a claim using any tools and documentation at your disposal.

6.3 You may not remove, alter or destroy any proprietary, trade-mark or copyright notices placed upon or contained within the Services.

6.4 You will promptly notify us upon becoming aware of any unauthorized Use of any Services.

7. AUDIT AND COMPLIANCE

7.1 We may request an audit to measure compliance with the terms and conditions of this Agreement, not more than once in any calendar year, by sending you a written notice to that effect identifying (a) the scope, (b) the planned phases of the audit, (c) the process to be followed, (d) the methods to measure and assess the compliance, (e) the proposed roles and responsibilities of each of the parties, (f) the names of our designated persons assigned to the audit (“auditor”), and (g) the proposed start date (collectively, the “Audit Request”). For greater certainty, each party has an interest in treating the audit report as the Confidential Information of both parties, jointly, and so shall treat it as the Confidential Information of the other party.

7.2 Each party will comply with all laws applicable to its own activities hereunder.

8. PRIVACY, CONFIDENTIALITY AND DATA SECURITY

8.1 During the Term, each party will receive or have access to the Confidential Information of the other party. The Receiving Party agrees to use the Confidential Information only as reasonably required for the purposes of carrying out its obligations hereunder.

8.2 Unless a disclosure is permitted hereunder, or is permitted by the Disclosing Party in writing, the Receiving Party agrees that it will not disclose the Confidential Information in whole or in part to any person, with the exception of its personnel, contractors and agents on a “need-to-know” basis only, and provided that any such person is subject to binding written obligations that are no less stringent than those set out in this Article 8.

8.3 Notwithstanding Section 8.1, the Receiving Party may be required to disclose Confidential Information where the disclosure:

(a) is compelled by law in connection with proceedings before a court, commission of inquiry or other public tribunal of competent jurisdiction, or at the request of any regulatory or supervisory authority having jurisdiction;

(b) is of information that is in the public domain or has come into the public domain other than by reason of a breach of this Agreement; or

(c) is of information that has been, or is hereafter, received by that Contractor other than from or at the request of the Disclosing Party, and other than during or as a result of carrying out the Agreement.

8.4 The Receiving Party shall use at least the same degree of care in maintaining the security and confidentiality of the Confidential Information that it uses to protect its own confidential information of comparable sensitivity and importance, but in no event with less care than is reasonable given the nature the Confidential Information. CSIO acknowledges that its activities may include the transmission or handling of Personal Information that is under the control of the Broker, and CSIO shall, in the course of providing all Services, use appropriate physical, technical and administrative and other security safeguards to protect your customers’ Personal Information.

8.5 The Receiving Party further agrees that it shall take all reasonable steps to ensure that all of its personnel, contractors and agents comply with this Agreement if they are processing any Confidential Information. The Receiving Party agrees that it shall be liable for any breach of this Agreement that is attributable to any of its personnel, contractors and agents.

8.6 The Receiving Party agrees that the Disclosing Party shall have the right to demand the return, within 7 days, of the Confidential Information and any copies thereof in the possession or control of the Receiving Party at any time, and the Receiving Party shall return, within 7 days, the same. Each party acknowledges that such a demand may impede the Receiving Party’s ability to perform its obligations hereunder (if it is made prior to the termination or expiry of this Agreement). Upon the expiry or termination of this Agreement, the Receiving Party shall immediately return to the Disclosing Party all Confidential Information. Upon the return of Confidential Information under this Section, the Receiving Party will immediately destroy any copies of Confidential Information and any Confidential Material in its custody or control. Upon request, the Receiving Party will certify the return and/or destruction of the Confidential Information by a certificate of one of its senior officers.

8.7 Notwithstanding Section 8.6 of this Agreement, if electronic records containing Confidential Information are retained by or on behalf of the Receiving Party for the purposes of backup, recovery, contingency planning or business continuity planning (any such purpose, a “Recovery Purpose”) or are otherwise not accessible in the ordinary course of business, such records, to the extent not otherwise permanently deleted or overwritten in the ordinary course of business, may be retained by or on behalf of the Receiving Party but shall not be accessed except as required for any Recovery Purpose. If any such records are restored or otherwise made accessible, they will be promptly and permanently deleted, unless the restoration or access is in furtherance of any obligations in relation to this Agreement, including defending against allegations that the Agreement was breached.

8.8 If the Receiving Party believes that the disclosure of Confidential Information is or is about to be required without the consent of the Disclosing Party (regardless of whether that requirement is one that is set out at Section 8.3), it shall notify the Disclosing Party of the circumstances and scope of the disclosure – with an oral notice provided as soon as reasonably possible and as much in advance of the impending disclosure as possible, and such oral notice confirmed in writing promptly thereafter, and it shall provide reasonable cooperation to the Disclosing Party to resist such disclosure.

8.9 If CSIO reasonably suspects or is aware of a breach of security or other unauthorized access, use or disclosure, or loss, of Broker Content (a “Data Breach”), CSIO shall immediately investigate, contain, and work to prevent the reoccurrence of the Data Breach. Upon the conclusion of CSIO’s preliminary investigation, CSIO shall notify the Broker and provide the Broker with details of the Data Breach (to the extent known as a result of the preliminary investigation), and shall thereafter keep the Broker apprised of the status and outcome of that investigation.

8.10 If the Broker reasonably suspects or is aware of a Data Breach, the Broker shall immediately advise CSIO, and immediately investigate, contain, and work to prevent the reoccurrence of the Data Breach. Upon the conclusion of the Broker’s preliminary investigation, the Broker shall provide CSIO with details of the Data Breach (to the extent known as a result of the preliminary investigation), and shall thereafter keep CSIO apprised of the status and outcome of that investigation.

8.11 Each party shall provide its full cooperation to the other party in its efforts to promptly investigate, contain and prevent the reoccurrence of a Data Breach.

8.12 Neither party shall make any public statement (including any notice to affected persons) regarding any Data Breach or other breach of this Agreement unless the parties agree as to the timing and content of such statement or unless, in the opinion of legal counsel to the party intending to make a public statement, the statement and its contents is necessary to comply with the requirements of applicable law.

9. PAYMENT AND CHARGES

9.1 You agree to pay CSIO the CSIOnet Licence Fee indicated in the Annual CSIOnet Invoice. You shall be responsible to pay the appropriate sales taxes/harmonized taxes. If you do not pay the amounts set out in the Annual CSIOnet Invoice then your access to CSIOnet may be terminated in accordance with Section 13.3.

10. LIMITED WARRANTY

10.1 We warrant that:

(a) we have sufficient authority to grant the licences granted to you hereunder;

(b) the Use of the Services in accordance with this Agreement and any instructions posted within the Services will not infringe the rights of any other person; and

(c) we will advise you in advance of any planned system maintenance that is to occur outside of CSIO’ standard maintenance windows for the applicable Service, and if Service functionality is interrupted, we will endeavour, to the best of our ability, to restore full functionality on an urgent basis.

10.2 We do not warrant that the Services will meet your specific requirements or will always operate uninterrupted or error-free.

10.3 Except for the express warranty in Section 10.1, the Services are provided “as is”, and to the fullest extent permitted by law, CSIO excludes all other express and implied terms, conditions, warranties or representations regarding the Services, arising by law or otherwise, including without limitation any implied terms of satisfactory quality, and fitness for a particular purpose, non-infringement or title. Any use of the Services is made at the Broker’s own risk and neither CSIO nor any of its other members or non-members, nor their officers, directors, personnel, agents or licensors (collectively, “CSIO and CSIO Parties”) shall have any liability whatsoever to any user or third party for any damages of any nature whatsoever, directly or indirectly, arising from such use of the Services.

11. INDEMNITY

11.1 You shall indemnify, defend and hold the CSIO and its directors, officers, employees, contractors, agents (collectively, the “Indemnities”) harmless in respect of any action, claim, demand, cost, charge, losses, and expenses (including legal costs on a substantial indemnity basis), whether or not well-founded, (“Losses”) brought against or suffered by the Indemnitees arising out of or related to:

(a) any breach of your obligations in the Agreement;

(b) any equipment, software, data or services you use in connection with the Services; or

(c) any access to and use of the Services by any person through your equipment, software or services or using any Broker / User credentials or permissions (but except where that access or use is (x) by a person who is a representative of CSIO or a CSIO service provider, or (y) attributable to a failure of CSIOnet or the related services, or the fault of CSIO or a CSIO service provider.

The foregoing indemnity shall be conditional upon CSIO notifying you as soon as is reasonably practicable in the circumstances of any Losses in respect of which this indemnity may apply and of which CSIO has knowledge, and the Indemnitee co-operating with you in the defence of any such claim or action. No such claim or action shall be settled or compromised by you without CSIO’s prior written consent.

11.2 The indemnity obligations hereunder will be enforceable without right of set-off or counterclaim as against the Indemnitee. You will, upon payment of an indemnity in full under this Agreement, be subrogated to all rights of the Indemnitee with respect to the claims and defences to which such indemnification relates.

12. LIMITATION OF LIABILITY

12.1 The parties agree that, to the fullest extent permissible under law, in no event shall CSIO or CSIO Parties be liable to you in connection with this Agreement, in contract, tort (including negligence), misrepresentation or otherwise, for the following (even if a party is advised of the possibility thereof, and even if such damages were foreseeable):

(a) any incidental, consequential, indirect, special or punitive damages or losses;

(b) any loss of business, loss of goodwill or reputation, loss of revenue or profits or failure to realize expected savings; or

(c) loss of use of, loss of or damage to data, or business interruption arising out of or related to this Agreement or with respect to the access to or use of the Services, where such loss is as a result of the failure of the Broker to take reasonable measures to prevent such loss, including but not limited to creating its own back-up copy or engaging in disaster recovery / business continuity planning.

12.2 Subject to Section 12.4, the parties agree that, to the fullest extent permissible under law, in no event shall you be liable to us in connection with this Agreement, in contract, tort, misrepresentation or otherwise, for the following (even if a party is advised of the possibility thereof, and even if such damages were foreseeable):

(a) any incidental, consequential, indirect, special or punitive damages or losses; or

(b) any loss of business, loss of goodwill or reputation, loss of revenue or profits or failure to realize expected savings.

12.3 To the extent that CSIO or CSIO Parties are liable to you for damages in connection with this Agreement, in contract, tort, misrepresentation or otherwise, in no event shall such damages (in the aggregate) exceed the sum of the Licence Fees paid by you to CSIO hereunder in respect of the then-current Term.

12.4 The limits described in this Section 12 shall not apply to the indemnification obligations at Section 11.

13. TERM AND TERMINATION

13.1 This Agreement will commence on June 1, 2019 and will continue until the following May 31, 2020 unless terminated in accordance with this Agreement (the “Term”). Throughout the Term, you shall comply with CSIO’s by-laws (to the extent applicable to you) and, to the extent you are a member of CSIO, your membership is in good standing. Your failure to do so may be treated as a material breach of this Agreement.

13.2 Either party may, without liability, cost or penalty (to it), terminate the Agreement on written notice to the other party where such other party:

(a) fails to perform or observe any material term or obligation of the Agreement and such failure (if curable) has not been cured within 30 days of written notice of such failure being provided to that party; or

(b) commits an act of bankruptcy within the meaning of the Bankruptcy and Insolvency Act; makes any general assignment for the benefit of creditors or otherwise enters into any composition or arrangement with its creditors; has a receiver and/or manager appointed over its assets or makes an application to do so; has a resolution or a petition filed or an order made for its winding up; or ceases to carry on business.

13.3 CSIO may terminate this Agreement without notice if the Annual CSIOnet Invoice is not paid in full by July 31 of the then-current term.

13.4 If CSIO terminates this Agreement there shall be no refund of the Licence Fees paid for the then-current term. If the Broker terminates this Agreement pursuant to Section 13.2, CSIO shall refund a prorated portion of the pre-paid Licence Fee, based on the number of days remaining in the calendar year following the effective date of termination.

13.5 In addition to any other provision dealing with the survival of obligations hereunder, all of the obligations regarding confidentiality, privacy, intellectual property rights, indemnifications, disclaimers and limitations on liability set out in this Agreement shall survive the expiry or termination of this Agreement, as shall all any other provisions which, by their nature, ought reasonably to survive expiry or termination.

14. NOTICES

14.1 Any notice, report, request or other communication required or permitted hereunder shall be in writing and shall be deemed given when either:

(a) delivered in person (including by commercial courier) and left with a receptionist or other responsible employee of the relevant party, and with written verification of receipt;

(b) sent by facsimile or email, with printed confirmation thereof; or

and sent, in the case of CSIO to the address as set out below, or in the case of the Broker, to the address on file with CSIO as stated in your Annual CSIOnet Invoice – provided that either party may change its address by giving written notice to the other party in accordance with this Section. Each Notice sent in accordance with this Section shall be deemed to have been received: (i) if delivered in person, on the day it was delivered; (ii) on the third Business Day after it was mailed (excluding each Business Day during which there existed any general or rotating interruption of postal services due to strike, lockout or other cause); or (iii) on the first Business Day after it was sent by facsimile or email. The parties may change their address for notice by giving notice to the other in accordance with this Section.

CENTRE FOR STUDY OF INSURANCE OPERATIONS
500-110 Yonge St.
Toronto, ON M5C 1T4

Attention: CSIO Helpdesk
Email: helpdesk@csio.com

15. MISCELLANEOUS

15.1 Entire Agreement: This Agreement together with any document expressly referred to in it contains the entire agreement and understanding of the parties relating to this subject matter and supersedes all prior representations and agreements both oral and written. There are no representations, warranties, conditions, other agreements or acknowledgements, whether direct or collateral, express or implied, which induced any party to enter into this Agreement or on which reliance is placed by any party, except as specifically set forth in this Agreement.

15.2 Relationship of Parties: Nothing in this Agreement shall create, or be deemed to create, the relationship of joint venture, partnership, or agency between the parties. Neither party shall represent itself as the joint venture, partner, or agent of the other. Notwithstanding the foregoing, we may include your name in our membership or authorized CSIOnet user list.

15.3 Injunctive Relief: The parties agree that any material breach of this Agreement may cause the other party irreparable harm and that such non-breaching party may seek injunctive relief, in addition to or in lieu of damages and without being required to prove that it has suffered or is likely to suffer damages.

15.4 Amendment: This Agreement may be amended, modified or supplemented only by a written agreement signed by both parties.

15.5 Remedies and Waiver: All rights, remedies and powers conferred upon the parties are cumulative and shall not be deemed or construed to be exclusive of any other rights, remedies or powers now or hereafter conferred upon the parties by law or otherwise. Any waiver of, or consent to depart from, the requirements of any provision of this Agreement shall be effective only if it is in writing and signed by the party giving it, and only in the specific instance and for the specific purpose for which it has been given. No failure on the part of either party to exercise, and no delay in exercising, any right under this Agreement shall operate as a waiver of such right. No single or partial exercise of any such right shall preclude any other or further exercise of such right or the exercise of any other right.

15.6 Severability: If any provision or part thereof of this Agreement shall become or be declared by any court of competent jurisdiction to be invalid or unenforceable, such invalidity or unenforceability shall in no way impair or affect any other provision or part thereof all of which shall remain in full force and effect.

15.7 Force Majeure: Neither party is responsible for the performance of, or in default of, any obligation or provision of this Agreement if delayed, hindered or prevented by labour disruptions, failure of the networks of other companies, casualties, civil disturbances, law, order of a court or other lawful authority, acts of civil or military authorities, terrorism, accidents, fires, epidemics, natural disasters, or other catastrophes or events beyond that party’s reasonable control; provided that the party so delayed, hindered or prevented promptly notifies the other party and uses all reasonable means to minimize the effect of the event.

15.8 No Rights of Third Parties: This Agreement is made solely and specifically between and for each party’s respective benefit.

15.9 No Publicity: Neither party shall make any announcement concerning this Agreement except with the prior approval of the other party or as may be necessary, in the opinion of counsel to the party making such disclosure, to comply with the requirements of applicable law. When seeking the prior approval of the other party, the parties will use all reasonable efforts, acting in good faith, to agree upon a text for such statement or press release which is satisfactory to both parties.

15.10 Escalation: If the parties are unable to resolve a dispute, it shall be referred to the Broker’s Chief Information Officer (or equivalent) and to CSIO’s President for resolution. They shall meet and address the disputed issues to reach a good faith resolution. This meeting shall take place within 10 Business Days of the referral of the dispute to them, or such other longer period mutually agreed between the parties, and this step shall be a prerequisite before either party may seek further resolution through legal proceedings or an independent third party arbitrator.

15.11 Assignment: This Agreement may not be assigned by either party without the prior written consent of the other party.

15.12 Governing Law and Jurisdiction: This Agreement, and any issues or disputes arising out of or in connection with it, shall be governed by and construed in accordance with the laws in force in the province of Ontario (excluding any conflict of laws rule or principle that might refer such interpretation to the laws of another jurisdiction), and shall be subject to the non-exclusive jurisdiction of the Ontario courts.

15.13 Counterparts: This Agreement may be executed in any number of counterparts. Either party may send a copy of its executed counterpart to the other party by facsimile or email instead of delivering a signed original of that counterpart. Each executed counterpart (including each copy sent by facsimile or email) will be deemed to be an original; all executed counterparts taken together will constitute one agreement.