HBX CONTROL SYSTEMS INC.
TERMS OF SERVICE
Last updated: February 23, 2026
Important Notice
IMPORTANT: Carefully read these Terms of Service (this “Agreement”) before using the Service (as defined below).
This Agreement creates a binding legal agreement between you (“Customer”) and HBX Control Systems Inc. (“HBX”).
BY USING THE SERVICE OR CLICKING ON THE “I ACCEPT” OR SIMILAR BUTTON, YOU IRREVOCABLY ACCEPT THE TERMS AND CONDITIONS OF THIS AGREEMENT. IF YOU DO NOT ACCEPT THIS AGREEMENT, YOU MUST NOT USE THE SERVICE. You also agree to ensure that anyone who uses the Service using your password or login information abides by this Agreement.
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 “CUSTOMER” 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 SERVICE.
By accepting this Agreement, you agree to be bound by the terms and conditions of this Agreement, as well as HBX’s Privacy Policy located at https://hbxcontrols.com/privacy (the “Privacy Policy”), as it may be amended from time to time in the future.
HBX may update this Agreement or the Privacy Policy at any time, without notification to you, and you should review this Agreement and the Privacy Policy from time to time by accessing the Service. Your continued use of the Service will be deemed irrevocable acceptance of any such revisions. Before you continue, you should print or save a local copy of this Agreement and the Privacy Policy for your records.
In order to enter into this Agreement, you must have reached the legal age of majority in your jurisdiction of residence, and be fully able and competent to enter into the terms, conditions, obligations, affirmations, representation and warranties set forth in this Agreement, and to abide by and comply with this Agreement. It is your responsibility to ensure that you are legally eligible to enter into this Agreement under any laws applicable to you. If you accept this Agreement, you represent that you have the capacity to be bound by it.
1. DEFINITIONS
1.1 “Confidential Information” means all information regarding a party’s business, including, without limitation, technical, marketing, financial, employee, planning and other confidential or proprietary information, disclosed under this Agreement, that is clearly identified as confidential or proprietary at the time of disclosure or that the receiving party knew or should have known, under the circumstances, was considered confidential or proprietary. HBX’s Confidential Information includes information derived from or concerning the Service, the System or the Documentation and the terms of this Agreement. Customer’s Confidential Information includes the Customer Data.
1.2 “Customer Data” means any data, information or information contained in any database, template or other similar document (a) submitted by Customer or a User through the Service, (b) provided by Customer or a User to HBX as part of the Service, or (c) supplied to HBX by or on behalf of Customer.
1.3 “Documentation” means the designated final user manuals, handbooks, online materials, specifications or forms made available by HBX that describe the features, functionality or operation of the Service and the System.
1.4 “Fees” is defined in Section 4.
1.5 “Force Majeure Event” is defined in Section 11.3.
1.6 “Order Form” means collectively the order documents representing Customer’s initial subscription to the Service, and any subsequent modifications to the subscription agreed to between the parties in writing from time to time, that, upon execution, are incorporated in and made a part of this Agreement from time to time.
1.7 “Personal Information” means information about or relating to an identified or identifiable individual that is subject to any Privacy Laws.
1.8 “Privacy Laws” means all applicable federal and provincial legislation and regulations governing the collection, use and disclosure of Personal Information in the jurisdictions where Customer has subscribed to use the Service, which may include the Personal Information and Protection of Electronic Documents Act (Canada) and equivalent provincial, state, federal and international legislation.
1.9 “Service” means the software as a service offering delivered by HBX to the Customer using the System, including access to and normal use of HBX’s applications—such as the website application (Web App), ThermoLinx App, and SensorLinx App—as made available by HBX from time to time. The Service may include energy billing functionality where applicable; however, not all users are required to use or subscribe to the billing portion of the Service.
1.10 “System” means the technology, including hardware, software and systems, used by HBX to deliver the Service to Customer in accordance with this Agreement.
1.11 “UserID” is defined in Section 3.1.
1.12 “Users” means Customer’s employees, representatives, consultants, contractors or agents who are authorized to use the Service on behalf of Customer and have been supplied user identifications and passwords for this purpose.
2. THE SERVICE
2.1 Service Description. The Service includes access to and normal use of HBX’s software and applications—including the website application (Web App), ThermoLinx App, and SensorLinx App—and is intended for use in connection with the monitoring, display, and management of energy usage information collected from certified sensors, devices, and control systems. Where applicable, the Service may also include: (i) the generation and issuance of bills and/or invoices to tenants and occupants of commercial or residential buildings using energy usage readings; and (ii) the receipt and processing of payments for such bills and/or invoices through the Service. Use of the Service is subject to the terms and conditions of this Agreement. Customer represents and warrants that it has the necessary authorizations and rights to enter into this Agreement and to use the Service as permitted under this Agreement. For clarity, not all Customers or end users are required to use or subscribe to the billing related components of the Service.
2.2 Subscription to the Service. Conditional on Customer: (a) complying with the provisions of this Agreement, including but not limited to paying the Fees as required by this Agreement; and (b) cooperating with the reasonable requests of HBX; HBX hereby grants to Customer a non sublicensable, non transferable, non exclusive subscription to access and use the Service in accordance with this Agreement solely for Customer’s internal business purposes and not for resale. Customer may order the Service under this Agreement by placing written, signed orders on an Order Form. Only the execution of an Order Form by Customer and by HBX constitutes a binding contract between those parties. Customer agrees that its purchase of the subscription is neither contingent upon the delivery of any future functionality or features nor dependent upon any oral or written public comments made by HBX with respect to future functionality or features.
2.3 System Updates and Scheduled Downtime. HBX may update any aspect of the Service or System at any time in its sole discretion. HBX may schedule downtime for maintenance and upgrades to the System without prior notice but will use commercially reasonable efforts to provide advance notice where practicable.
2.4 Privacy Policy. To the extent any Customer Data contains Personal Information, it will be used, collected, stored and disclosed for the purposes contemplated under this Agreement and in accordance with the Privacy Policy.
2.5 Internet Security Disclaimer. Customer acknowledges and agrees that HBX exercises no control over, and accepts no responsibility for, any content passing through the Internet or for Internet connectivity outside of HBX’s control. Customer acknowledges that the Internet is inherently risky despite reasonable measures being taken, and Customer assumes responsibility for its use of the Service over the Internet.
2.6 Limitation, Suspension or Termination of Access. In addition to the other rights and remedies of HBX under this Agreement, HBX may suspend, terminate or limit, in HBX’s reasonable discretion, Customer’s access to or use of the Service, or any part of it, without notice in order to: (a) prevent damage to, or degradation of the integrity of the System or any of Customer’s systems; (b) comply with any law, regulation, court order or other governmental request or order; or (c) otherwise protect HBX from harm to its reputation or business. HBX will use commercially reasonable efforts to notify Customer of a limitation, suspension or termination action as soon as reasonably practicable. In the event of a limitation or suspension, HBX will restore Customer’s access to the Service when HBX determines the event has been resolved. Nothing in this Agreement will limit HBX’s right to take any action or invoke remedies, or will act as a waiver of HBX’s rights in any way with respect to any of the foregoing activities. HBX will not be responsible for any loss or damages of any kind incurred by Customer as a result of any limitation, termination or suspension of the Service under this Section 2.7.
2.7 Subcontractors. Customer acknowledges and agrees that HBX may retain the services of independent contractors (“Subcontractors”) from time to time to provide, or to assist HBX in providing, the Service. Any Subcontractors used by HBX to provide the Service shall remain under the direction and control of HBX, and HBX shall be fully and personally liable for all acts or omissions of the Subcontractors.
3. CUSTOMER’S USE OF THE SERVICE
3.1 Access and Security Guidelines. Subject to any limitations associated with Customer’s subscription account, Customer may set up User accounts by supplying a unique user identification name and password (“UserID”) to HBX for each User. A User may only access and use the Service with his or her specific UserID. Customer is responsible to ensure UserIDs are not shared, and that Users retain the confidentiality of their UserIDs. Customer is responsible for any and all activity occurring under the UserIDs associated with Users. Customer will promptly notify HBX of any actual or suspected unauthorized use of the Service. HBX may require that a UserID be replaced at any time.
3.2 Customer Responsibilities and Restrictions. Customer will, at all times, comply with all applicable local, state, provincial, federal and foreign laws in using the Service. Without limiting the generality of Section 3.1, Customer agrees that Customer will not, and will not permit any person, including without limitation the Users, to:
- (a) use the Service other than as permitted by this Agreement;
- (b) use the Service to violate, infringe or appropriate any person’s privacy right, consumer rights, publicity rights, defamation rights, intellectual property rights, proprietary rights, contractual rights or any other legal right;
- (c) sublicense or transfer any of Customer’s rights under this Agreement, except as otherwise provided in this Agreement, or otherwise use the Service for the benefit of a third party or to operate a service bureau;
- (d) copy, modify, alter, change, translate, decrypt, obtain or extract the source code of, create derivative works from, reverse engineer, reverse assemble, decompile, disassemble or reverse compile any part of the Service;
- (e) use or launch any automated system, including without limitation any “robot” or “spider” that accesses the Service; or
- (f) interfere with, or attempt to interfere with, the Service, the System or any other networks or services connected to the Service, whether through the use of viruses, bots, worms or any other computer code, file or program that interrupts, destroys or limits the functionality of any computer software or hardware.
3.3 Customer Data. Customer is solely responsible for the Customer Data and will not provide or transmit any Customer Data or any other information, data or material that: (a) infringes or violates any intellectual property rights, publicity/privacy rights, law or regulation; or (b) contains any viruses or programming routines intended to damage, surreptitiously intercept or expropriate any system, data or personal information. HBX may take remedial action if Customer Data violates this Section 3.3, however, HBX is under no obligation to review Customer Data for accuracy or potential liability.
4. FEES AND PAYMENT
4.1 As consideration for the subscription to the Service, Customer will pay HBX the fees (“Fees”) set forth in, and in accordance with, the applicable Order Form. Unless otherwise agreed to in the Order Form, all Fees will be billed in advance on an annual basis and are due within thirty (30) days following the date of invoice. Overdue amounts will accrue interest at the rate of twelve percent (12%) per annum, or the highest legal interest rate if lower. Customer shall reimburse HBX for all expenses (including reasonable attorneys’ fees) incurred by HBX in collecting any overdue amounts. All Fees owed by Customer under this Agreement are exclusive of all sales, use, excise, or other taxes levied on Customer in relation to this Agreement, other than taxes based on HBX’s net income and employment related taxes. HBX reserves the right (in addition to any other rights or remedies) to discontinue the Service and suspend all User IDs and Customer access to the Service if any Fees are more than thirty (30) days overdue, until such amounts are paid in full. Customer shall maintain complete, accurate, and up to date billing and contact information at all times.
4.2 Fees Related to Billing Functionality (If Applicable). Where Customer elects to use the billing and invoicing functionality of the Service, payments for invoices and/or bills generated by Customer for its tenants or occupants may be processed by HBX’s third party payment processing provider. In such cases, HBX shall not be responsible for the acts or omissions of such payment processor. Customer is solely responsible for ensuring that any invoices and/or bills generated through the Service are accurate, and HBX disclaims all responsibility or liability arising from or related to such invoices and/or bills. For clarity, Customers and users who do not use the billing functionality are not subject to this Section 4.2 except to the extent they separately subscribe to or utilize the billing related components of the Service.
5. CONFIDENTIAL INFORMATION
5.1 Obligation. Each party agrees (a) to hold the other party’s Confidential Information in strict confidence, (b) to limit access to the other party’s Confidential Information to those of its employees or agents having a need to know and who are bound by confidentiality obligations at least as restrictive as those contained herein, and (c) not to use such Confidential Information for any purpose except as expressly permitted hereunder. Notwithstanding the foregoing, the receiving party will not be in violation of this Section 5.1 with regard to a disclosure that was in response to a valid order or requirement by a court or other governmental body, provided that the receiving party gives the other party prior written notice of such disclosure in order to permit the other party to seek confidential treatment of such information.
5.2 Exceptions. The restrictions on use and disclosure of Confidential Information set forth above will not apply to any Confidential Information, or portion thereof, which (a) is or becomes a part of the public domain through no act or omission of the receiving party, (b) was in the receiving party’s lawful possession prior to the disclosure, as shown by the receiving party’s competent written records, (c) 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 (d) is lawfully disclosed to the receiving party by a third party without restriction on disclosure.
6. OWNERSHIP
6.1 System and Technology. Customer acknowledges that HBX retains all right, title and interest in and to the Service, the System and all software, materials, formats, interfaces, information, data, content and HBX proprietary information and technology used by HBX or provided to Customer in connection with the Service (collectively, the “HBX Technology”), and that the HBX Technology is protected by intellectual property rights owned by or licensed to HBX. Other than as expressly set forth in this Agreement, no license or other rights in the HBX Technology are granted to the Customer, and all such rights are hereby expressly reserved by HBX. HBX will have a royalty-free, worldwide, transferable, sublicensable, irrevocable, perpetual license to use or incorporate into the Service any suggestions, enhancement requests, recommendations or other feedback provided by Customer, including Users, relating to the Service.
6.2 Customer Data. Customer retains all right, title and interest in and to the Customer Data. Except as set out in Section 6.3, HBX will only use Customer Data to provide the Service under this Agreement. Customer will be solely responsible for providing all Customer Data required for the proper operation of the Service. Customer grants to HBX all necessary licenses in and to such Customer Data solely as necessary for HBX to provide the Service to Customer and the Users.
6.3 Aggregated Data. Customer grants to HBX a perpetual, worldwide, royalty-free, non-exclusive, irrevocable license to use, reproduce, process and display the Customer Data in an aggregated and anonymized format for HBX’s internal business purposes, including without limitation to develop and improve the Service, the System and HBX’s other products and services.
7. TERM AND TERMINATION
7.1 Term. The term of this Agreement will commence on the Effective Date and continue for [one year] (the “Initial Term”). Thereafter, this Agreement will be automatically renewed from year to year for additional [one year] renewal terms (each a “Renewal Term”, and together with the Initial Term, the “Term”), unless either party provides written notice to the other party no less than [60] days prior to the expiration of the then-current Initial Term or Renewal Term indicating that it does not wish to renew this Agreement.
7.2 Termination for Default. Either party may terminate this Agreement immediately upon written notice if: (a) the other party materially breaches this Agreement and does not cure such breach (if curable) within [30] days after written notice of such breach; or (b) the other party becomes insolvent or files or has filed against it a petition in bankruptcy.
7.3 Effect of Termination. Upon the termination of this Agreement for any reason: (a) any amounts owed to HBX under this Agreement before such termination will become immediately due and payable; (b) each party will return to the other party all property (including any Confidential Information) of the other party in its possession or control; and (c) Customer’s and each User’s access to and use of the System and the Service will be immediately suspended. HBX agrees that within [30] days following any termination of this Agreement, HBX will provide Customer with one electronic copy of the Customer Data in a usable format. Thereafter, HBX will remove all Customer Data from the System. The rights and duties of the parties under Sections 3.3, 4 through 6, 7.3 and 8 through 11 will survive the termination or expiration of this Agreement.
8. WARRANTY; DISCLAIMER
8.1 Disclaimer. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAWS: (A) THE SERVICE AND ANY OTHER PRODUCTS AND SERVICES PROVIDED BY HBX TO CUSTOMER ARE PROVIDED “AS IS”, “AS AVAILABLE”, WITH ALL FAULTS AND WITHOUT ANY WARRANTIES, REPRESENTATIONS OR CONDITIONS OF ANY KIND; (B) HBX HEREBY DISCLAIMS ALL EXPRESS, IMPLIED, COLLATERAL OR STATUTORY WARRANTIES, REPRESENTATIONS OR CONDITIONS, WHETHER WRITTEN OR ORAL, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, NON-INFRINGEMENT, SECURITY, RELIABILITY, COMPLETENESS, QUIET ENJOYMENT, ACCURACY, QUALITY, INTEGRATION OR FITNESS FOR A PARTICULAR PURPOSE; (C) HBX DOES NOT REPRESENT, WARRANT OR CONDITION THAT THE SERVICE WILL OPERATE WITHOUT INTERRUPTION OR BE ERROR FREE; AND (D) WITHOUT LIMITING THE GENERALITY OF ANY OF THE FOREGOING, HBX EXPRESSLY DISCLAIMS ANY REPRESENTATION, WARRANTY OR CONDITION THAT ANY DATA OR INFORMATION PROVIDED TO CUSTOMER IN CONNECTION WITH CUSTOMER’S USE OF THE SERVICE IS ACCURATE, OR CAN OR SHOULD BE RELIED UPON BY CUSTOMER FOR ANY PURPOSE WHATSOEVER.
HBX IS NOT RESPONSIBLE FOR THE ACTS OR OMISSIONS OF, OR FOR THE FAILINGS OF, ANY THIRD PARTY PROVIDER OF ANY SERVICE, NETWORK, SOFTWARE OR HARDWARE, INCLUDING BUT NOT LIMITED TO METERING COMPANIES, INTERNET SERVICE PROVIDERS, HOSTING SERVICES UTILIZED BY HBX, TELECOMMUNICATIONS PROVIDERS, OR ANY SOFTWARE OR HARDWARE NOT PROVIDED BY HBX.
THE SERVICES ARE OFFERED AND CONTROLLED BY HBX FROM ITS FACILITIES IN CANADA. HBX MAKES NO REPRESENTATIONS THAT THE SERVICES ARE APPROPRIATE OR AVAILABLE FOR USE IN OTHER LOCATIONS. THOSE WHO ACCESS OR USE THE SERVICE FROM OTHER JURISDICTIONS DO SO AT THEIR OWN VOLITION AND ARE RESPONSIBLE FOR COMPLIANCE WITH LOCAL LAW.
9. INDEMNITY
9.1 By HBX. If any action is instituted by a third party against Customer based upon a claim that the Service or System, as delivered, infringes any third party intellectual property rights in Canada, HBX shall defend such action at its own expense on behalf of Customer and shall pay all damages attributable to such claim which are finally awarded against Customer or paid in settlement of such claim. HBX may, at its option and expense, and as Customer’s exclusive remedy hereunder, (a) procure for Customer the right to continue using the Service, (b) replace or modify the System or Service so that it is no longer infringing but continues to provide comparable functionality, or (c) terminate this Agreement and Customer’s access to the Service and refund any amounts previously paid for the Service attributable to the remainder of the then-current term of this Agreement. HBX shall have no liability to Customer for any infringement action which arises out of a breach of the terms and conditions of this Agreement by Customer or of the use of the Service or System (i) after it has been modified by Customer or a third party without HBX’s prior written consent, or (ii) in combination with any other service, equipment, software or process not provided by HBX. This Section 9.1 sets forth the entire obligation of HBX and the exclusive remedy of Customer against HBX or any of its suppliers for any alleged infringement or adjudicated infringement of any patent, copyright or other intellectual property right by the Service or System.
9.2 By Customer. If any action is instituted by a third party against HBX arising out of or relating to: (a) Customer’s use of the Service or System (including claims by any customer or business partner of Customer); (b) Customer’s breach of any of Customer’s obligations, representations or warranties under this Agreement; or (c) an allegation that the Customer Data, or the use of Customer Data by HBX pursuant to this Agreement, infringes any third party intellectual property rights or other rights of a third party, or otherwise causes harm to a third party, Customer will defend such action at its own expense on behalf of HBX and shall pay all damages attributable to such claim which are finally awarded against HBX or paid in settlement of such claim. Customer shall have no obligation under this Section 9.2 for any claim or action that is described in Section 9.1 or arises out of a breach of this Agreement by HBX.
9.3 Conditions. Any party that is seeking to be indemnified under the provisions of this Section 9 (an “Indemnified Party”) must (a) promptly notify the other party (the “Indemnifying Party”) of any third-party claim, suit, or action for which it is seeking an indemnity hereunder (a “Claim”), and (b) give the Indemnifying Party sole control over the defense of such Claim. However, if an Indemnified Party fails to notify the Indemnifying Party promptly, the Indemnifying Party will be relieved of its obligations under this Section 9 only if and to the extent that its ability to defend the Claim is materially prejudiced by such failure. The Indemnifying Party may settle or compromise a Claim without the Indemnified Party’s prior approval of any such settlement or compromise only if (i) such settlement involves no finding or admission of any breach by an Indemnified Party of any obligation to any third party, (ii) such settlement has no effect on any other claim that may be made against an Indemnified Party or any defense that an Indemnified Party may assert in any such claim, and (iii) the sole relief provided in connection with such settlement is monetary damages that are paid in full by the Indemnifying Party. Upon the Indemnifying Party’s assumption of the defense of such Claim, the Indemnified Party will cooperate with the Indemnifying Party in such defense, at the Indemnifying Party’s expense.
10. LIMITATION OF LIABILITY
The following provisions have been negotiated by each party, are a fair allocation of risk, are an essential basis of the bargain under this Agreement and shall survive and continue in full force and effect despite any failure of consideration or of an exclusive remedy:
10.1 Amount. HBX’S TOTAL AGGREGATE LIABILITY FROM ANY AND ALL CLAIMS IN CONNECTION WITH OR UNDER THIS AGREEMENT IS LIMITED TO THE TOTAL AMOUNT OF FEES PAID BY CUSTOMER TO HBX UNDER THIS AGREEMENT IN THE 6 MONTHS IMMEDIATELY PRECEDING THE DATE THE CAUSE OF ACTION FIRST AROSE. FOR GREATER CERTAINTY, THE EXISTENCE OF ONE OR MORE CLAIMS UNDER THIS AGREEMENT WILL NOT INCREASE THIS MAXIMUM LIABILITY AMOUNT. IN NO EVENT SHALL HBX’S SUPPLIERS HAVE ANY LIABILITY ARISING OUT OF OR IN ANY WAY CONNECTED TO THIS AGREEMENT.
10.2 Type. IN NO EVENT SHALL HBX BE LIABLE TO CUSTOMER FOR ANY (A) SPECIAL, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES, (B) LOST SAVINGS, PROFIT, DATA, USE OR GOODWILL, (C) BUSINESS INTERRUPTION, EVEN IF NOTIFIED IN ADVANCE OF SUCH POSSIBILITY, OR (D) 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. IN NO EVENT SHALL HBX BE LIABLE FOR PROCUREMENT OR COSTS OF SUBSTITUTE PRODUCTS OR SERVICES.
10.3 No Jury Trial. CUSTOMER IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT CUSTOMER MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LEGAL ACTION ARISING OUT OF OR RELATING TO THIS AGREEMENT.
10.4 No Participating in Class Action. CUSTOMER AGREES THAT, WITH RESPECT TO ANY DISPUTE ARISING OUT OF OR RELATING TO THIS AGREEMENT, CUSTOMER 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.
10.5 Limitation of Time. Customer agrees that it will not bring a claim under or related to this Agreement more than 12 months from when such claim first arose.
11. GENERAL PROVISIONS
11.1 Publicity. HBX may make public announcements, including press releases and media announcements, regarding the existence of this Agreement and the relationship between the parties. Customer agrees that HBX may use Customer’s name, trademarks, and logos in customer lists, case studies, websites, presentations, and other promotional materials to identify Customer as a customer of HBX and a user of the Service.
11.2 Assignment. Customer may not assign this Agreement, in whole or in part, to any third party without HBX’s prior written consent, not to be unreasonably withheld, except that Customer may assign this Agreement without consent to an affiliate that controls, is controlled by, or is under common control with Customer, or in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of Customer’s assets or voting securities, provided that the assignee agrees in writing to be bound by this Agreement. HBX may assign this Agreement or any rights hereunder to any third party without Customer’s consent. Any assignment in violation of this Section 11.2 is void. This Agreement is binding upon and inures to the benefit of the parties and their respective successors and permitted assigns.
11.3 Force Majeure. Except for the obligation to pay amounts due, neither party will be liable for any delay or failure to perform its obligations under this Agreement if and to the extent caused by circumstances beyond its reasonable control, including acts of God, natural disasters, labour disputes or other industrial disturbances, epidemics or pandemics, power failures or surges, failures of the Internet or telecommunications, or the acts or omissions of third parties (each, a “Force Majeure Event”). Each party will use commercially reasonable efforts to (a) implement industry standard procedures to minimize the impact of any Force Majeure Event and (b) resume performance as soon as reasonably practicable.
11.4 Arbitration. Any dispute, controversy, or claim arising out of or relating to this Agreement, or the breach, termination, or validity thereof, will be referred to and finally resolved by binding arbitration administered by the ADR Institute of Canada, Inc. (ADRIC) under its ADR Institute of Canada Arbitration Rules, as amended from time to time, and conducted through the ADR Institute of Alberta (ADRIA). The seat/place of arbitration will be Calgary, Alberta, Canada. The arbitration will be conducted in English before one (1) arbitrator. Judgment upon the award rendered by the arbitrator may be entered in any court having jurisdiction thereof. Notwithstanding the foregoing, HBX may seek and obtain temporary, interlocutory, or permanent injunctive relief or other equitable remedies in any court of competent jurisdiction, and Customer agrees that this Agreement is specifically enforceable by HBX without proof of monetary damages.
11.5 Choice of Law. This Agreement and any dispute, claim, or controversy arising out of or relating to this Agreement will be governed by and construed in accordance with the laws of the Province of Alberta and the federal laws of Canada applicable therein, without regard to conflicts of law principles. The United Nations Convention on Contracts for the International Sale of Goods does not apply to this Agreement.
11.6 Notices. Any notice or other communication required or permitted under this Agreement and intended to have legal effect must be given in writing: (i) to HBX, by email at [email protected] or by certified mail at 4516 112 Avenue South East, Calgary, Alberta, Canada T2C 2K2; or (ii) to Customer, by email or by certified mail at the addresses set forth in the Order Form. Notwithstanding the foregoing, each party may change its address from time to time upon written notice to the other party of the new address. Notices will be deemed to have been given upon receipt, or when delivery is refused.
11.7 Entire Agreement. This Agreement, including the Order Form, is the entire understanding and agreement of the parties, and supersedes any and all previous and contemporaneous understandings, agreements, proposals or representations, written or oral, between the parties, as to the subject matter hereof. This Agreement may only be modified in writing signed by both parties.
11.8 Severability and Waiver. In the event that any provision of this Agreement is held to be invalid or unenforceable, the valid or enforceable portion thereof and the remaining provisions of this Agreement will 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.
11.9 Relationship of the Parties. The parties to this Agreement are independent contractors, and no agency, partnership, franchise, joint venture or employee-employer relationship is intended or created by this Agreement.