The following policies are present on this website to conform to the public disclosure mandates of some of our clients.

As we share these policies here, we wish to underscore our steadfast belief that trust is earned through our actions, and contractual policies are a backstop we hope to never exercise.

11.  CONFIDENTIALITY

11.1     All non-public, confidential, or proprietary information of the Company including, but not limited to, trade secrets, technology, information pertaining to business operations and strategies, pricing, and marketing (collectively, "Confidential Information"), disclosed by the Company to the Client, whether disclosed orally or disclosed or accessed in written, electronic, or other form or media, and whether or not marked, designated, or otherwise identified as "confidential," in connection with the provision of the Services and this Agreement is confidential, and shall not be disclosed or copied by the Client without the prior written consent of the Company. Confidential Information does not include information that is:

(a)   in the public domain;

(b)   known to the Client at the time of disclosure; or

(c)   rightfully obtained by the Client on a non-confidential basis from a third party.

11.2     The Client agrees to use the confidential information only to make use of the Services offered by the Company.

11.3     The parties to this Agreement agree that each shall treat as confidential all information provided by a party to the other that is not in the public domain. All confidential information provided by a party hereto shall be used by any other parties hereto solely for the purposes of rendering services pursuant to this Agreement and, except as may be required in carrying out the terms of this Agreement, shall not be disclosed to any third party without the prior consent of such providing party. The foregoing shall not be applicable to any information that is publicly available when provided or which thereafter becomes publicly available other than in contravention of this section 12.1 or which is required to be disclosed by any regulatory authority in the lawful and appropriate exercise of its jurisdiction over a party, any auditor of the parties hereto, by judicial or administrative process or otherwise by applicable law or regulation.

11.4      The Client agrees that it has reviewed the provisions of section 11 and 12 and that it has addressed its mind to the reasonableness of the scope of section 11 and 12 and that it is satisfied that the provisions of Section 11 and 12 are necessary and reasonable and that they reflect the mutual desire and intent of the Client and the Company that such provisions be upheld in their entirety and given full force and effect.  The Client also acknowledges that if it violates any of the provisions of this Section 11 and 12, that it will cause the Company and/or its affiliates to suffer irreparable harm for which damages will not be an adequate remedy and for which the Company shall be entitled to injunctive relief to the Client from continuing with such violation or violations, in addition to any other available remedies and the Client hereby consents to the granting of an injunction to enforce the provisions of this Agreement.

12.  PRIVACY

12.1     Despite any other provision of this Agreement, no party hereto shall take or direct any action that would contravene, or cause the other to contravene, applicable federal and/or provincial legislation that addresses the protection of individuals’ personal information (collectively, “Privacy Laws”).

12.2     The Client shall, prior to transferring or causing to be transferred personal information to the Company, obtain and retain required consents of the relevant individuals to the collection, use and disclosure of their personal information, or shall have determined that such consents either have previously been given upon which the parties can rely or are not required under the Privacy Laws.

12.3     The Company shall use commercially reasonable efforts to ensure that its services hereunder comply with Privacy Laws. Specifically, the Company agrees:

(a)   to maintain policies and procedures to protect personal information and to receive and respond to any privacy complaint or inquiry;

(b)   to use personal information solely for the purposes of providing its services under or ancillary to this Agreement and not to use it for any other purpose except with the consent of or direction from the Client or the individual involved;

(c)   not to sell or otherwise improperly disclose personal information to any third party; and

(d)   to employ administrative, physical and technological safeguards to reasonably secure and protect personal information against loss, theft, or unauthorized access, use or modification.

14. ALTERNATIVE DISPUTE RESOLUTION

14.1       In the event of a dispute arising between the Company and the Client as to the meaning, performance and enforcement of this Agreement, prior to resorting to litigation, the parties will engage in Alternate Dispute Resolution.

14.2      The Parties will engage in the Alternate Dispute Resolution process in good faith once a written request has been given by either Party.

14.3      In the event the parties fail to resolve the dispute by mutual agreement within 30 days either party may give written notice to the other party declaring the attempted dispute resolution by mutual agreement to be a failure.

14.4      In the event notice of failure to resolve the dispute by mutual agreement is given, the dispute is to be submitted to binding arbitration by a single arbitrator with the costs of that arbitration being borne equally by the parties. Such arbitration shall otherwise be conducted in accordance with the Arbitration Act (BC).

14.5      Unless otherwise agreed, any dispute may be submitted to arbitration except the breach or alleged breach of the confidentiality provisions of this Agreement by either party.