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19. lndemnity
<br />Customer is solely responsible for its Data, its use, and its Users' use, of the Services in any way, and all legal liability
<br />arising out of or relating thereto. Customer shall defend, indemnify and hold MAIS and its third party service providers, if
<br />applicable, and each of their respective officers, directors, employees and agents (the "lndemnities") harmless from and
<br />against any and all losses, costs, damages and expenses (including reasonable attorney's fees) that the lndemnities may
<br />suffer in connection with any demands, claims, actions, suits or proceedings arising out of or in connection with (i) the use
<br />of the Services including but not limited to any Third Party Components by Customer or its Users; (ii) any breach by
<br />Customer or its Users of this Agreement; or (iii) Customer's Data, including but not limited to any third party claims that the
<br />inclusion, use, reference, incorporation of or linking to any third party materials or the Customer's Data violates such third
<br />party's copyright and/or other intellectual property, privacy or other rights, or that such use is illegal.
<br />20. General
<br />(a) Governing Law; Venue: This Agreement shall be governed by and construed in accordance with the laws of the
<br />province of Ontario and the federal laws of Canada applicable therein. This Agreement expressly excludes that body
<br />of law applicable to choice of law, the Uniform Commercial Code and the United Nations Convention on Contracts
<br />for the lnternational Sale of Goods and any legislation implementing such Convention, if otherwise applicable.
<br />Customer and MAIS hereby waive, to the fullest extent permitted by applicable law, the right to trial by jury in any
<br />action, proceeding or counterclaim filed by any party, whether in contract, tort or otherwise, relating directly or indirectly
<br />to this Agreement or any acts or omissions of MAIS in connection therewith or contemplated thereby.
<br />(b) Mediation: Except where this Agreement explicitly states that this Section does not apply, the parties agree to submit
<br />any claim, controversy or dispute arising out of or relating to this Agreement or the relationship created by this
<br />Agreement to non-binding mediation before bringing a claim, controversy or dispute in a court or before any other
<br />tribunal. The mediation is to be conducted by either an individual mediator or a mediator appointed by mediation
<br />services mutually agreeable to the parties. Such mediator shall be knowledgeable in software system agreements.
<br />The mediation shall take place at a time and location which is also mutually agreeable; provided; however, in no event
<br />shall the mediation occur later than ninety (90) days after either party notified the other of its desire to have a dispute
<br />be placed before a mediator. The costs and expenses of mediation, including compensation and expenses of the
<br />mediator (and except for the attorneys' fees incurred by either party), is to be shared by the parties equally. lf the
<br />parties are unable to resolve the claim, controversy or dispute within ninety (90) days after the date either party
<br />provides the other notice of mediation, then either party may bring and initiate a legal proceeding to resolve the claim,
<br />controversy or dispute unless the time period is extended by a written agreement of the parties. Nothing in this
<br />Section shall inhibit a party's right to seek injunctive relief at any time.
<br />(c) Notice
<br />Any notice required or permitted to be given to any party to this Agreement shall be given in writing and shall be delivered
<br />either personally, mailed by prepaid registered post or sent by facsimile to the appropriate address or facsimile number
<br />set out below. Any such notice shall be conclusively deemed to have been given and received on the day on which it
<br />is delivered or transmitted (or on the next succeeding business day if delivered or received by facsimile after 5:00 p.m.
<br />local time on the date of delivery or receipt, or if delivered or received by facsimile on a day other than a business day),
<br />if personally delivered or sent by facsimile or, if mailed, on the third business day following the date of mailing, and
<br />addressed, in the case of the Consultant, to:
<br />Univerus lnc.
<br />2605 Clarke Street
<br />Port Moody, British Columbia, V3H 124 ("MAlS').
<br />Attention:CEO
<br />Telephone: 604-7 57 -1 550
<br />and in the case of the Customer, to:
<br />(Not Optional. Notice info must be completed.)
<br />Confidenlial and Proprietary - Univerus lnc.Page 11 of26
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