UPDATED AND EFFECTIVE AS OF: JUNE 1, 2018
PLEASE READ
THIS TERMS OF USE AGREEMENT (THIS “AGREEMENT”) CAREFULLY PRIOR TO YOUR
USE OF THIS DEVICE, ANY SOFTWARE APPLICATIONS ON THIS DEVICE AND/OR ANY WEBSITE
OPERATED BY US (COLLECTIVELY, THE “TABLET PROGRAM”).
BY USING OR
ACCESSING THE TABLET PROGRAM, YOU (“USER”, “YOU”, “YOUR”
AND SIMILAR TERMS) ACKNOWLEDGE AND AGREE TO BE BOUND BY THE TERMS OF THIS
AGREEMENT, INCLUDING THE OTG PRIVACY POLICY, WHICH IS INCORPORATED HEREIN BY
REFERENCE.
BEFORE PLACING AN ORDER FROM
THE TABLET PROGRAM, SCANNING YOUR AIRLINE BOARDING PASS OR OTHERWISE ENTERING
OR PROVIDING US ANY PERSONALLY IDENTIFIABLE INFORMATION ON THE TABLET PROGRAM,
YOU MUST AGREE TO THE TERMS OF THIS AGREEMENT (INCLUDING THE OTG PRIVACY
POLICY) BY CLICKING ON THE “I AGREE” CHECKBOX TO ACKNOWLEDGE YOUR CONSENT TO BE
BOUND BY THE TERMS OF THIS AGREEMENT OR OTHERWISE CONSENTING. IF THIS AGREEMENT IS NOT ACCEPTABLE TO YOU
AND YOU ARE UNWILLING TO BE BOUND BY IT, PLEASE DO NOT CLICK ON THE “I AGREE”
CHECKBOX, PLACE AN ORDER ON THE TABLET PROGRAM, SCAN YOUR AIRLINE BOARDING PASS
OR OTHERWISE ENTER OR PROVIDE ANY PERSONALLY IDENTIFIABLE INFORMATION ON THE
TABLET PROGRAM.
OTG
Experience, LLC, a Delaware limited liability company (together with its
affiliates, “OTG” and also referred to herein as “we”, “us”, “our” and similar
terms) is the owner and operator of the Tablet Program and, along with various
other third parties, an advertiser, promoter and/or proprietor of various
products and services available for purchase on the Tablet Program
(collectively, the “Services”). Without limiting the
foregoing, the interior and exterior design of the holdrooms, including the
furniture layout and the use of the electronic tablets, is a service mark of
OTG.
As used in
this Agreement, the terms “you” or “your” refer to you, the user of this device. The term “user” may refer to you and other
users of the device more generally.
Eligibility and User’s Warranties and Representations.
The Tablet
Program is directed toward and designed for use by persons aged thirteen (13)
years or older. IF YOU ARE UNDER THE
AGE OF THIRTEEN (13), YOU CANNOT USE THIS TABLET PROGRAM WITHOUT THE PERMISSION
OF YOUR PARENT OR LEGAL GUARDIAN.
Notice to Users of Age Restricted Products and Services.
Use of the
Tablet Program and the Services to order certain age restricted products, such
as alcoholic beverages or lottery or other gaming products or services is
strictly limited to those Users who are of legal age to do so. If you are under the legal age for use of
consumption of age restricted products in the applicable jurisdiction where
this device is located, you are not permitted to use the Tablet Program and the
Services for the purpose of obtaining or ordering any such products, and do not
have our consent to do so. Upon request,
you will be required to provide a form of government issued identification to our
employees or agents that engage with you to deliver any of the Services to you,
in order to verify your compliance with any age restrictions.
Use of the Tablet Program for
certain contests, games or other services may be restricted to those over the
age of majority. Please review and
terms, conditions or rules applicable to any given service carefully. If you
are under the age of majority, you may be prohibited from participating in some
services offered on the Tablet Program.
Without
limiting any other remedies available to us under applicable law, we may
suspend or terminate your use of the Tablet Program if we determine that you
have engaged in fraudulent activity in connection with your use of the Tablet
Program.
Links to Third Party Websites; Prohibition on Certain Third Party
Websites.
We may
provide links from the Tablet Program to web pages which are not part of the
Tablet Program. These web pages are not
under our control and we are not responsible for the information or links to
other web pages you may find there. We are providing the links from the Tablet
Program only as a convenience. The presence of these links on the Tablet
Program is not intended to imply our endorsement of the other web pages but to
provide a convenient link to the web pages managed by other organizations,
companies, or individuals. Accordingly, this Agreement does not apply to your
use of web pages to which the Tablet Program only provides links. While using the Tablet Program, you also may
have access to, and the ability to browse, other third party websites. You are expressly prohibited from accessing,
browsing or viewing any third party websites that contain lewd or nefarious
content or other materials which we, in our sole discretion, deem inappropriate. Your breach of the foregoing restriction
regarding the use of third party websites shall give rise to immediate grounds
for the termination of your right to use the Tablet Program and the
Services. Notwithstanding the foregoing,
we have the right, but not the obligation, to monitor your use of, and access
to, third party websites while using the Tablet Program and the Services and to
terminate this Agreement immediately in our sole discretion.
“User
Information” is defined as any information or other material you provide to
us or others in connection with your use of the Tablet Program, including your
Payment Card (as defined below) information or postings on social media or
online forums, if any. Except as otherwise described or provided in our Privacy
Policy, (i) you are solely responsible for User Information, and (ii) we act as
a passive conduit for the online distribution of User Information. We reserve,
however, the right to modify or remove from the Tablet Program, all or any
portion of User Information or other material that we, in our sole discretion,
consider infringing, offensive, abusive, defamatory, obscene, or otherwise
unacceptable or unlawful. We also reserve the right to edit User Information or
other materials for any other reason consistent with the purposes of this
Agreement or the Tablet Program.
Payment Processing with a Payment Card; Order Fulfillment.
You will be
required to swipe your credit, debit or other payment card on a card reader or
provide such other valid electronic payment method as we may permit from time
to time (e.g., EMV chip cards and Near Field Communication payments) (as
applicable, a “Payment Card”) before placing an order for products or
services available for purchase on the Tablet Program. Your Payment Card will be charged for your
purchase immediately after you click “Submit” or otherwise authorize the
purchase and allow us to process your order.
In the event that an improper amount is charged to your Payment Card or
if you have any other payment issues, you may contact us at the address below
or by other means available to you (e.g., by selecting the “Call A Server
Button” on the device from which you access the Tablet Program). We will use commercially reasonable efforts
to help you remediate any issues.
Payments with Rewards Accounts.
If the
Tablet Program allows you to connect your airline’s frequent flyer miles or
points account or any other loyalty or rewards program account (each, a “Rewards
Account”) to the Tablet Program or use a Rewards Account to make purchases
of products or services from the Tablet Program, and you choose to connect a
Rewards Account to the Tablet Program or use a Rewards Account for any such
purpose, you consent to the use of your Rewards Account information in
accordance with this Agreement and the privacy policy applicable to any such
Rewards Account. If you choose to use
your Rewards Account benefits to make purchases of products or services from
the Tablet Program, the Rewards Account miles, points or benefits are deducted
from your Rewards Account as soon as a purchase is made. The stated number of miles, points or
benefits charged or deducted from your account as payment for purchases from
the Tablet Program will also pay for all applicable sales taxes and other fees
unless otherwise specified. In the event
that the Rewards Account miles, points or benefits have not been properly
deducted from your account at the time of a purchase, such miles, points or
benefits can be deducted by the airline or its affiliate or such other entity
that provides or administers the Rewards Account, at any time thereafter. Purchases of products or services with the
Rewards Account can only be made by the owner of the Rewards Account. The conversion of the Rewards Account miles,
points or benefits into a cash amount or the payment of cash to you in
connection with the purchase of products or services with the Rewards Account
is not possible, even in case of return of items purchased or the termination
of Rewards Account membership. All Rewards Account rules apply to your use of
the Reward Program benefits on the Tablet Program.
The
contents of the Tablet Program are protected by copyright, trademark, trade
secret, moral rights and other intellectual property and other rights applicable
under the laws of the United States, Canada and other jurisdictions, and are
the sole and exclusive property of us and/or other owners. We grant you a
limited license and right to access and make personal use of the Services and
the Tablet Program, in order to obtain information, order products or services
or engage in other activities available through the Tablet Program. This
limited right and license does not include any of the following: (i) any rights
of resale or commercial use of the Tablet Program or its contents or the
Services; (ii) any right to collect and/or use of any Services descriptions,
properties or prices for commercial use; (iii) any rights of derivative use of
the Tablet Program or its contents; (iv) any right to download or copy account
or other information for the benefit of any third party; or (v) any use of data
mining, scraping, robots, spiders, crawlers, or similar data gathering and
extraction tools. Neither the Tablet
Program nor its content or any portions thereof may be reproduced, duplicated,
copied, sold, resold, visited, modified or otherwise exploited for any
commercial purpose without our express written consent or the consent of the
owner of such materials. You may not frame or utilize framing techniques to
enclose any trademark, logo, or other proprietary information or materials
(including images, text, page layout, or form) on the Tablet Program owned by
us or any third party without the express written consent of the owner. You may not use any meta tags or any other
“hidden text” utilizing names or trademarks that are owned by us or any other
third parties without the express written consent of the owner. Any unauthorized use of the Tablet Program
terminates the permission and license granted by us. You may not use any logo or other proprietary
graphic or trademark on the Tablet Program without our express written
permission. You will not use any device, software or routine to interfere or
attempt to interfere with the proper working of the Tablet Program. You will
not take any action that imposes an unreasonable or disproportionately large
load on our infrastructure.
Using Tablet Program to Create Photos, Videos, and Text.
Certain
pages on the Tablet Program may allow you to create or post videos, audio,
photographs, text, or other content (“Content”). The Tablet Program stores such Content. Unless otherwise specified, you may only use
the Tablet Program to create or post Content with the Tablet Program if you are
a resident of the United States or Canada and thirteen
(13) years of age or older. You may only post Content to the Tablet Program that you
created or that the owner of the Content has given you permission to post. If Content depicts any person other than
yourself, you must have permission from that person or, if that person is a
minor, permission from that person’s parent or legal guardian, before you post
the Content. You may be required to provide proof of such permission to
OTG. You may not create, post, or distribute
Content that is illegal or that violates this Agreement. By creating, posting or distributing Content
with the Tablet Program, you represent and warrant that (a) you own all the
rights to the Content or are authorized to use and distribute the Content with
the Tablet Program and (b) the Content does not and will not infringe any
copyright, right of publicity, or any other third-party right nor violate any
law or regulation.
By
creating, submitting, or posting Content with the Tablet Program, you grant OTG
the irrevocable, perpetual, worldwide right to reproduce, display, perform,
distribute, adapt, and promote this Content in any medium, and waive any and
all moral rights therein in favor of OTG.
Once you create, submit, or post Content using the Tablet Program, OTG
does not need to give you any further right to inspect or approve uses of such
Content or to compensate you for any such uses.
OTG owns all right, title, and interest in any compilation, collective
work, or other derivative work created by OTG using or incorporating Content created,
submitted, or posted using the Tablet Program. You are solely responsible for
anything you may create with or post on the Tablet Program and the consequences
of creating or posting anything using the Tablet Program.
Without
limiting other rights or remedies set forth in this Agreement or as otherwise
available by law, we may immediately issue a warning, temporarily suspend,
indefinitely suspend or terminate your access to the Tablet Program in whole or
in part: (a) if you breach this Agreement; (b) if we are unable to verify or
authenticate any information you provide to us, should we elect to engage in
such verification; or (c) if we believe in our sole discretion that your
actions may cause legal liability for you, other users, us or third parties.
Our current
Privacy Policy is available on the Tablet Program at the following link http://policy.otgmanagement.com/yyz/YYZ_PrivacyPolicy.htm
and is incorporated in this Agreement by reference. We may change our Privacy
Policy from time to time, as stated therein.
Warranty Disclaimers and Liability Limitations.
EXCEPT AS
OTHERWISE PROVIDED IN A WRITTEN AGREEMENT WITH YOU OR AS REQUIRED BY LAW, WE
MAKE NO REPRESENTATION OR WARRANTIES WITH RESPECT TO THE OPERATION, FUNCTION,
FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, APPLICABILITY OR COMPLETENESS OF
THE CONTENTS OF THE TABLET PROGRAM OR THE SERVICES.
EXCEPT AS
OTHERWISE PROVIDED IN A WRITTEN AGREEMENT WITH YOU OR AS REQUIRED BY LAW, WE EXPRESSLY DISCLAIM ANY AND ALL WARRANTIES (EXPRESS OR IMPLIED)
INCLUDING BUT NOT LIMITED TO, THE WARRANTIES OF MERCHANTABILITY, OR FITNESS FOR
ANY PARTICULAR PURPOSE. IN CONNECTION WITH THE
SERVICES OR THE TABLET PROGRAM OR YOUR USE OF SAME. WE DO NOT WARRANT THAT THE
TABLET PROGRAM, ITS SERVERS, OR MESSAGES SENT FROM THE TABLET PROGRAM ARE FREE
OF VIRUSES OR OTHER HARMFUL COMPONENTS.
ALLERGY NOTICE: CONSUMING RAW OR
UNDERCOOKED MEATS, POULTRY, SEAFOOD, SHELLFISH OR EGGS MAY INCREASE YOUR RISK
FOR FOOD BORNE ILLNESS.
THERE MAY BE PRODUCTS OR SERVICES OWNED BY THIRD PARTIES THAT ARE
SUBJECT TO THE WARRANTIES OF THOSE THIRD PARTIES. YOU ARE DIRECTED TO
INVESTIGATE THE AVAILABILITY OF SUCH THIRD PARTY WARRANTIES YOURSELF.
WE DO NOT
WARRANT THE PERFORMANCE, EFFECTIVENESS OR APPLICABILITY OF ANY WEB PAGES TO
WHICH LINKS ARE PROVIDED FROM THE TABLET PROGRAM OR AS A RESULT OF THE USE OF
THE SERVICES. ALL LINKS ARE FOR YOUR
CONVENIENCE ONLY AND ARE NOT WARRANTED FOR CONTENT, ACCURACY OR ANY OTHER
IMPLIED OR EXPLICIT PURPOSE.
EXCEPT AS
OTHERWISE PROVIDED IN A WRITTEN AGREEMENT WITH YOU OR AS PROHIBITED BY LAW, IN
NO EVENT SHALL WE BE HELD LIABLE TO YOU OR ANY OTHER PARTY FOR ANY DIRECT,
INDIRECT, PUNITIVE, SPECIAL, INCIDENTAL OR OTHER CONSEQUENTIAL DAMAGES ARISING
DIRECTLY OR INDIRECTLY FROM ANY USE OF THE TABLET PROGRAM OR THE SERVICES, ALL
OF WHICH ARE PROVIDED “AS IS”, AND WITHOUT WARRANTIES OF ANY KIND.
EXCEPT AS
OTHERWISE PROVIDED IN A WRITTEN AGREEMENT WITH YOU OR AS PROHIBITED BY LAW, OUR
LIABILITY, AND THE LIABILITY OF OUR AFFILIATES, OR ANY OF OUR OR THEIR
OFFICERS, DIRECTORS, MEMBERS, EMPLOYEES, AGENTS, CONTRACTORS OR SUPPLIERS, TO
YOU OR ANY THIRD PARTIES IN ANY CIRCUMSTANCE IS LIMITED TO THE PURCHASE PRICE
PAID BY YOU FOR USE OF THE TABLET PROGRAM, IF ANY.
THE LAWS OF
SOME JURISDICTIONS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES OR THE
EXCLUSION OR LIMITATION OF CERTAIN DAMAGES OR LIABILITIES. IF THESE LAWS APPLY
TO YOU, SOME OR ALL OF THE ABOVE DISCLAIMERS, EXCLUSIONS, OR LIMITATIONS MAY
NOT APPLY TO YOU, AND YOU MIGHT HAVE ADDITIONAL RIGHTS.
You agree
to indemnify, defend and hold OTG, its subsidiaries and affiliates, and each of
their respective officers, directors, members, agents, owners, employees,
independent contractors and suppliers, harmless from any claim, demand, action,
cost and expense, including reasonable attorneys’ fees,
due to or arising out of the following events: (i) your giving us any
information which is inaccurate; (ii) your breach of any warranty, representation
or other obligation set forth in this Agreement; (iii) your negligence or
willful misconduct; (iv) your violation of any law, regulation or right of any
third party; (v) any dispute or action between you and any third party,
including parties selling goods or services through the Tablet Program; (vi)
your nefarious or other inappropriate use, as determined in our sole
discretion, of any third-party websites while accessing the Tablet Program; and
(vii) your use of the Tablet Program or the products or services of us or any
third party, except for claims resulting solely from our gross negligence or
willful misconduct.
To the fullest
extent permitted by applicable law, you hereby release, agree and covenant not
to initiate any proceedings (whether in court or otherwise) or to pursue any
controversy or claim against OTG, its subsidiaries and affiliates, and their
respective officers, directors, members, owners, agents, employees, suppliers
and independent contractors, from or in connection with any and all claims,
demands and damages (actual and consequential) of every kind and nature arising
out of or in any way connected with the Services or your use of the Tablet
Program, other than for such party’s gross negligence or willful misconduct. If
you are a California resident, you hereby waive California Civil Code §1542,
which says: “a general release does not extend to claims which the creditor
does not know or suspect to exist in his favor at the time of executing the
release, which if known by him must have materially affected his settlement
with the debtor.
Except as
explicitly stated otherwise, any notices shall be given by postal mail to us at
the following address:
OTG EXPERIENCE, LLC
c/o OTG MANAGEMENT
1501 Lower State Road, Suite 102
North Wales, PA 19454
Attn: General Counsel
and to you
at the email address you provide to us. Notice shall be deemed given 24 hours
after email is sent, unless we are notified that the email address is invalid.
Alternatively, we may give you notice by certified mail, postage prepaid and
return receipt requested, to the address provided by you. In such case, notice
shall be deemed given three days after the date of mailing. If you have any
issues regarding copyright infringement on the Tablet Program, please review
and comply with our DMCA Notice, available here or at the following link: http://policy.otgmanagement.com/dmca.html
To the
fullest extent permitted by applicable law, and except as otherwise provided in
a written agreement with you, any controversy or claim, whether based in
contract, tort, statute, regulation or otherwise, between you and us or our
subsidiaries and affiliates, and our or their officers, directors and
employees, arising out of or relating to this Agreement or your use of the
Tablet Program or the Services, shall be adjudicated by binding arbitration,
before a single arbitrator, in accordance with the Comprehensive Arbitration
Rules & Procedures of JAMS (or any successor of that organization in effect
at the time the arbitration is initiated) which shall
administer the arbitration.
If you
decide to initiate arbitration, OTG agrees to pay the filing fee required by
JAMS to initiate your arbitration (up to $250.00) and to pay the costs of the
arbitration proceeding. Each party bears
its own costs and expenses related to such arbitration, regardless of which
party prevails, but a party may recover any or all expenses from another party
if the arbitrator, applying applicable law, so determines. The arbitration award shall be in writing and
shall include findings of fact and conclusions of law. Judgment on the arbitration award may be entered
by any court of competent jurisdiction.
Either party may seek any interim or preliminary relief from a court of
competent jurisdiction necessary to protect the rights or property of either
party pending the completion of arbitration.
The parties hereby agree the arbitration will be held at the JAMS office
closest to where you live or work, New York, New York, or any other location
where we agree to hold the arbitration.
The parties agree that all arbitration proceedings hereunder shall be
kept confidential and, except as may be required by law, neither a party nor
the arbitrator may disclose the existence, content, or results of any
arbitration hereunder without the prior written consent of all parties.
This
section is deemed to be a written agreement to arbitrate pursuant to the
Federal Arbitration Act (FAA), 9 U.S.C. §§ 1-16. You and OTG agree that this section is
intended to satisfy the writing requirement of the FAA. The FAA will apply even though this agreement
provides that it is governed by the law of New York. YOU HEREBY WAIVE THE RIGHT TO GO TO COURT,
INCLUDING THE RIGHT TO A JURY. DISCOVERY
AND RIGHTS TO APPEAL IN ARBITRATION ARE GENERALLY MORE LIMITED THAN IN A
LAWSUIT AND OTHER RIGHTS THAT YOU WOULD HAVE IN COURT MAY NOT BE AVAILABLE IN
ARBITRATION. You hereby acknowledge
that you have read and understood the implications of this provision.
NO CLASS
ACTIONS. To the fullest extent permitted
by applicable law, any controversy or claim will be arbitrated only on an
individual basis and will not be consolidated with any other arbitrations or
proceedings that involve any claim or controversy by you or any other person or
party. You and OTG expressly intend and
irrevocably and voluntarily agree that each will not assert a class action or representative
action against the other in arbitration, in court or otherwise. You further agree that you do not have the
right to act as a class representative or participate as a member of a class of
claimants with respect to any controversy or claim filed in either court or
submitted to arbitration. This provision
is material and essential to the arbitration of any controversy or claim, and
is non-severable from this agreement to arbitrate.
Except as
otherwise provided in a written agreement with you or as prohibited by law, you
are responsible for paying any taxes that may be assessed or otherwise due in
connection with any transactions or purchases or other services that you make or
use through us or the Tablet Program.
Choice of
Law, Venue. Except as
otherwise provided in a written agreement with you or as prohibited by law,
this Agreement and all questions of interpretation, construction and
enforcement hereof, and all controversies arising hereunder, shall be governed
by and construed in accordance with the applicable laws of the State of New
York (without regard to principles of conflicts of law other than Section
5-1401 of New York’s General Obligations Law). The parties further agree that
this Agreement shall be deemed to have been negotiated, entered into, executed
and performed for all purposes within the State of New York. The state and
federal courts in New York, New York shall serve as the exclusive jurisdiction
for any and all claims for interim or preliminary relief, as well as to enforce
the confidentiality of arbitration, as set for herein, and each Party hereby
irrevocably and unconditionally waives any objection to the laying of venue of
any action, suit or proceeding arising out of or in any way related to this
Agreement, in the state and federal courts located in New York, New York, and
hereby further irrevocably and unconditionally waives its right and agrees not
to plead or claim in any such court that any such action, suit or proceeding
brought in any such court has been brought in an inconvenient forum.
Non-waiver. Either party’s failure to act with respect to
a breach does not waive the non-breaching party’s right to act with respect to
subsequent or similar breaches.
Severability. The invalidity of any portion of this Agreement
will not affect the validity of any other provision and any such finding of
invalidity or unenforceability in any jurisdiction shall not invalidate or
render unenforceable such provision in any other jurisdiction. In the event
that any provision of this Agreement is held to be invalid or unenforceable,
the parties agree that the remaining provisions will be deemed to be in full
force and effect as if they had been executed by both parties subsequent to the
expungement of the invalid provision. It is expressly understood, however, that
the parties hereto intend each and every provision of this Agreement to be
valid and enforceable and hereby knowingly waive all rights to object to any
provision of this Agreement to the full extent permitted by law. Accordingly,
if any part of this Agreement is determined to be invalid or unenforceable
pursuant to applicable law including, but not limited to, the warranty
disclaimers and liability limitations set forth above, then the invalid or
unenforceable provision(s) will, rather than be stricken in their entirety, be
deemed superseded by a valid, enforceable provision that most closely matches
the intent of the original provision and the remainder of the Agreement shall
continue in effect.
Entire
Agreement; Amendment. This Agreement
contains the entire agreement of the parties relating to its subject matter and
supersedes any prior or contemporaneous agreements, negotiations,
correspondence, understandings or communications, whether oral or written. This
Agreement may not be modified or amended except in writing, signed by both
parties, or as otherwise provided herein. Because of changes in Internet
technology and practices, this Agreement and our security and other policies
may change from time to time. We will post any changes to this Agreement on the
Tablet Program. Please consult this portion of the Tablet Program for important
changes to the Agreement as they occur. Unless otherwise provided in a separate
written agreement between you and us, by using the Tablet Program after we post
any changes to this Agreement on the Tablet Program, you agree to accept those
changes, whether or not you have reviewed them, and such acceptance shall be
deemed legally conclusive. If at any time you choose not to accept the terms of
this Agreement, you are not permitted to and should not use the Tablet Program
or any Services. This Agreement applies to your use of the Tablet Program and
other websites or device programs that we may own or operate in the future,
unless such websites or device programs provide otherwise.
Use in the United States and Canada. The Tablet Program is controlled, operated
and intended to be used from within the United States and Canada only. We make
no representation that the Tablet Program is appropriate for use outside the
United States or Canada, or that access to and use of the Tablet Program in
accordance with these Terms of Use
complies with the laws of any other jurisdiction. Those who choose to
access or interact with the Tablet Program from outside the United States or
Canada do so on their own will and are fully responsible for compliance with
applicable laws.
Continuing
Cooperation. The parties
agree to execute any documents or perform such other and further acts as are
reasonably necessary to comply with the letter and spirit of this Agreement.