BY CLICKING “I ACCEPT” OR BY ACCESSING OR USING THE CLIENT PORTAL, YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND YOURSELF AND/OR YOUR ORGANIZATION OR THE ORGANIZATION YOU REPRESENT TO THESE TERMS OF SERVICE. THESE TERMS OF SERVICE ARE EFFECTIVE AS OF THE DATE YOU FIRST ACCESS THE CLIENT PORTAL OR ACCEPT THESE TERMS OF SERVICE (“EFFECTIVE DATE“).

These Terms of Service (“Terms of Service“) govern your access to and use of a secure online platform provided by Tetra Trust Company (“Tetra”), accessible to you via web or mobile interfaces, which facilitates the management and review of your Digital Assets (the “Client Portal”).

ARTICLE I DEFINITIONS

1. Definitions
   • “Access Credentials” means any username, identification number, password, license, security key, security token, personal identification number (PIN) or other security code, method, technology or device used, alone or in combination, to verify an Authorized User’s identity and authorization to access and use the Client Portal.
   • “Authorized User” means any employee, contractor, or agent of Client that Client has authorized and designated to receive access to the Client Portal in accordance with these Terms of Service.
   • “Client” means the Person that has agreed to these Terms of Service and is authorized to access and use the Client Portal pursuant to such Terms of Service. In these Terms of Service, the Client may also be referred to as “you”.
   • “Client Data” means information (including Personal Information), data and other information, documents, materials, works, and other content, devices, methods, or processes, in any form or medium, that is collected, downloaded or otherwise received, accessed, or obtained, directly or indirectly from Client by or through the Client Portal.
   • “Client Systems” means Client’s information technology infrastructure, including computers, software, hardware, databases, electronic systems (including database management systems), networks and internet connectivity, whether operated directly by Client or through the use of third-party services.
   • “Digital Assets” means at any time, any form of asset that exists digitally or virtually that relies on cryptography to secure transactions and the blockchain to verify the transfer of assets, that Tetra supports and that is paid or delivered by the Client to, and accepted by, Tetra from time to time.
   • “Tetra Personnel” means all individuals involved in the performance of Services (as defined below) as employees, agents or independent contractors of Tetra.
   • “Tetra Systems” means the information technology infrastructure used by or on behalf of Tetra in performing the Services, including all computers, software, hardware, databases, electronic systems (including database management systems) and networks, whether operated directly by Tetra or through Tetra’s use of third-party services.
   • “Governmental Authority” means any federal, state, county, city, provincial, territorial, municipal or foreign government or political subdivision thereof, or any agency or instrumentality of such government or political subdivision, or any self-regulated organization or other non-governmental regulatory authority or quasi-governmental authority (to the extent that the rules, regulations or orders of such organization or authority have the force of Law), or any arbitrator, court or tribunal of competent jurisdiction.
   • “Governmental Order” means any order, writ, judgment, injunction, decree, stipulation, award or determination entered by or with any Governmental Authority.
   • “IP Rights” means any and all registered and unregistered intellectual property rights granted, applied for or otherwise now or hereafter in existence under or related to any patent, copyright, trade-mark, trade secret, moral right, database protection or other intellectual property rights laws, and all similar or equivalent rights or forms of protection in any part of the world.
   • “Law” means any law, policy, statute, ordinance, regulation, rule, code, constitution, treaty, common law, Governmental Order or other requirement or rule of law of any Governmental Authority applicable to the provision of Services under these Terms of Service.
   • “Losses” mean all losses, damages, liabilities, deficiencies, claims, actions, judgments, settlements, interest, awards, penalties, fines, costs or expenses of whatever kind, including reasonable legal fees, disbursements and charges, and the cost of enforcing any right to indemnification hereunder.
   • “Party” or “Parties” means either Tetra or Client individually, or Tetra and Client collectively, as the context requires.
   • “Person” means an individual, corporation, partnership, unlimited liability company, Governmental Authority, unincorporated organization, trust, association or any other entity.
   • “Personal Information” means any information that, individually or in combination, does or can identify a natural person, or by or from which a natural person may be identified, contacted or located.
   • “Process” means to take any action or perform any operation or set of operations that the Services are capable of taking or performing on any data, information or other content, including to collect, receive, input, upload, download, record, reproduce, store, organize, compile, combine, log, catalog, cross-reference, manage, maintain, copy, adapt, alter, translate or make other derivative works or improvements, process, retrieve, output, consult, use, perform, display, disseminate, transmit, submit, post, transfer, disclose or otherwise provide or make available, or block, erase or destroy, and “Processing” and “Processed” have correlative meanings.
   • “Representatives” means, with respect to a party, that party, its affiliates, and their respective employees, officers, directors, consultants, agents, independent contractors, subcontractors, and legal advisors.
   • “Services” means any professional, technical, implementation, support, maintenance or other services provided by Tetra to Client under these Terms of Service in relation to the provision or access to the Client Portal.

ARTICLE II PLATFORM AND SERVICES

1. Authorization to Access and Use Client Portal. Subject to Client’s continued compliance with these Terms of Service and applicable Laws and regulations, Tetra hereby grants to Client a revocable, non-exclusive and non-transferable (except as set forth herein) authorization to access and use the Client Portal, in accordance with the conditions and limitations set forth in these Terms of Service.
2. Services. Subject to compliance with these Terms of Service by Client, during the Term, Tetra will provide to Client the Services related to the Client Portal.
3. Authorization Limitations and Restrictions. Client will not, and will not authorize any Authorized User or other Person to access or use the Client Portal, except as expressly permitted by these Terms of Service. For clarity, Client and its Authorized Users will not, except as these Terms of Service expressly permits:
   • copy, modify or create derivative works or improvements of the Client Portal;
   • sell, licence/sublicense, assign, distribute, publish, transfer or otherwise make available the Client Portal (or any part of it) to any third party, including on or in connection with any software as a service, cloud, or other technology or service;
   • reverse engineer, disassemble, decompile, decode, adapt or otherwise attempt to derive or gain access to the source code of the Client Portal, or any part thereof;
   • bypass or breach any security protocols connected to the Tetra Systems to access or use the Client Portal;
   • intentionally input, upload, transmit, or otherwise provide to or through the Client Portal any harmful or malicious code;
   • intentionally or recklessly damage, destroy, disrupt, disable, impair, interfere with, or otherwise impede or harm in any manner the Client Portal or Tetra’s provision of services to any third party;
   • remove, delete, alter or obscure any copyright, trademark, patent or other intellectual property or proprietary rights notices on the Client Portal;
   • access or use the Client Portal in order to infringe, misappropriate, or otherwise violate any IP Right of any third party; or
   • access or use the Client Portal for purposes of competitive analysis of the Services, including the development, provision, or use of a competing software service or product.
4. Corrective Action and Notice. If Client becomes aware of any actual or threatened activity prohibited by section 2.3, Client will promptly:
   • take all commercially reasonable and lawful measures within their respective control that are necessary to stop the activity or threatened activity and to mitigate its effects; and
   • notify Tetra of any such actual or threatened activity.
5. System Control. Except as otherwise expressly provided in these Terms of Service, as between the Parties:
   • Tetra has and will retain sole control over the hosting, operation, provision, management, and maintenance of the Client Portal, including the: (i) Tetra Systems; (ii) technology used to deploy the Client Portal; (iii) selection, deployment, modification, and replacement of the Client Portal; and (iv) performance of Services, including maintenance, upgrades, corrections, and repairs to the Client Portal; and
   • Client has and will retain sole control over the operation, management, and maintenance of, and all access to and use of, the Client Systems, and sole responsibility for all access to, and use of, the Client Portal by any Person through the Client Systems, including any: (i) information, instructions or materials provided by any of them to Tetra; (ii) results obtained from any use of the Client Portal; and (iii) conclusions, decisions or actions based on such use.
6. Client Systems and Cooperation. Client will, at all times during the Term:
   • set up, maintain, and operate in good repair all Client Systems on or through which the Client Portal or Services are accessed or used;
   • provide Tetra Personnel with such access to Client Systems as is necessary for Tetra to perform the Services; and
   • provide all cooperation and assistance as Tetra may reasonably request to enable Tetra to exercise its rights and perform its obligations under these Terms of Service.
7. Effect of Client Failure or Delay. Tetra is not responsible or liable for any delay or failure in performing the Services caused in whole or in part by Client’s delay in performing, or failure to perform, any of its obligations set forth in Section 2.6 above (each, a “Client Failure”).
8. Changes. Provided that the Services are not degraded or removed, Tetra reserves the right, in its sole discretion, to make any improvements to the Client Portal that it deems necessary or useful to: 
   • maintain or enhance the quality or delivery of the Services to Clients, the competitive strength of or market, or the cost efficiency or performance of the Services; or
   • to comply with applicable Law.
9. Suspension Rights. Tetra may suspend or otherwise deny access to, or use of, all or any part of the Client Portal by Client or any other Person, and/or suspend its provision of any related Services, all without any resulting obligation or liability, if: 
   • Tetra receives a Governmental Order that specifically requires Tetra to do so;
   • Client fails to pay Fees on time as provided for in section 3.4; or
   • Tetra has reasonable grounds to suspect and/or sufficient evidence that:
     • Client has used the Client Portal to further any fraudulent, misleading, or unlawful activities relating to or in connection with any of the Services;
     • Client violates section 2.3 above, and/or any other terms of these Terms of Service; or
     • these Terms of Service expires, or is terminated.

This Section 2.9 does not limit any of Tetra’s other rights or remedies, whether at Law, in equity or under these Terms of Service.

ARTICLE III FEES AND PAYMENT TERMS

1. Fees. Client will pay Tetra the fees specified during the registration process or in any order confirmation or related agreement (the “Fees“) in accordance with this Article III.
2. Renewal Fee Increases. Tetra reserves the right, in its sole discretion, to increase the Fees upon at least 30 days’ written notice to Client.
3. Taxes. All Fees and other amounts payable by Client under these Terms of Service are exclusive of taxes and similar assessments, unless expressly stated otherwise. Without limiting the foregoing, Client is responsible for all taxes of any kind imposed by any Governmental Authority on any amounts payable by Client hereunder.
4. Payment. Client must provide valid payment information during registration and authorizes Tetra to charge its payment method for all Fees when due. All Fees are payable in Canadian dollars through Tetra’s approved payment methods, as specified at the time of subscription. Fees will be charged automatically according to Client’s selected payment schedule.
5. Late Payment. Any Fees that remain unpaid after thirty (30) days after they initially become due and payable will be considered in arrears, at which time Tetra will be entitled to charge interest after due date at a rate of 12% per annum, or the maximum amount allowed by applicable Law, whichever is lower, calculated and payable monthly upon the amount, until paid.

ARTICLE IV TERM AND TERMINATION

1. Term. These Terms of Service will remain in effect until terminated by either Client or Tetra in accordance with Sections 4.2 or 4.3 (the “Term”). Client’s subscription term and renewal details will be as specified during the registration process and in Client’s order confirmation.
2. Termination for Convenience. Client may terminate these Terms of Service at any time and for any reason (or no reason at all) upon 30 days’ prior written notice to Tetra; provided, however, that if Client terminates for convenience under this section, Client remains obligated to pay all Fees owed for the remainder of the then-current Term, all of which Fees will become immediately due and payable in full upon termination (if not already pre-paid).
3. Termination for Cause. Either Party may terminate these Terms of Service for cause upon written notice to the other Party if (a) the other Party breaches any material obligation, warranty, duty, or responsibility under these Terms of Service and such breach continues unremedied for a period of 30 days after receipt of written notice describing the breach in reasonable detail; or (b) the other Party becomes insolvent or seeks protection under any bankruptcy or similar laws.
4. Effect of Termination. Upon termination of these Terms of Service for any reason:
   • All rights, licenses, consents, and authorizations granted by either Party to the other hereunder will immediately terminate;
   • Client will immediately cease all use of the Client Portal, and Tetra may disable Client’s Client Portal access on the effective termination date;
   • Each Party will, upon written request from the other Party, destroy or return (at the requesting Party’s option) all Confidential Information of the requesting Party in its possession or control, except as required by applicable Law or for one (1) copy that may be retained for legal compliance purposes; and
   • If applicable, Client will immediately pay to Tetra all previously-accrued but not yet paid Fees and any applicable interest thereon.
5. Survival. All provisions of these Terms of Service that by their terms are intended to survive the termination of these Terms of Service, will so survive.

ARTICLE V DATA PRIVACY & SECURITY

1. Ownership and Use of Client Data.
   • Client owns its Client Data, and retains all related rights, title and interests.
   • During the Term, Client hereby grants Tetra a non-exclusive, non-sublicensable, non-transferable, royalty-free and revocable right and license to access, use, and Process Client Data as required to perform the Services or comply with applicable Law.
2. Tetra Systems and Data Security Measures.
   • Tetra will implement appropriate technical and organizational security controls and safeguards in accordance with SOC2 protocols to prevent the disclosure, alteration, or misuse of Client Data that is in its care or custody and/or Processed by Tetra Systems, in each case in compliance with the terms of these Terms of Service and any applicable Law.
   • Tetra will protect Client Data with the same degree of care and diligence that Tetra uses to protect and safeguard its own like information, but not less than a reasonable degree of care and/or the protection standards set forth under applicable Law.
3. Client Control and Responsibility.
   • Client has and will retain sole responsibility for: (a) all information, instructions, and materials provided by or on behalf of Client in connection with the Client Portal or the Services; (b) Client Systems; (c) the security and use of Access Credentials of Client; and (d) all access to and use of the Client Portal through the Client Systems, with or without Client’s knowledge or consent, including all results obtained from, and all conclusions, decisions and actions based on, such access or use.
   • Client will employ all physical, administrative, and technical controls, screening and security procedures and other safeguards necessary to: (a) securely administer the distribution and use of all Access Credentials and protect against any unauthorized access to, or use of, the Services; and (b) control the content and use of Client Data, including the uploading or other provision of Client Data to the Client Portal.
4. Data Anonymization and Aggregation. Client acknowledges that Tetra may anonymize Client Data and Personal Information in accordance with industry standard anonymization techniques that prevent re-identification (“Derived Data”), and use such Derived Data (including in aggregated form) for its legitimate business purposes, provided that such use does not reveal any information specific to Client or its operations. Tetra will own all right, title, and interest in all of the Derived Data and all resulting Tetra products or services incorporating the Derived Data.
5. Personal Information – General Compliance.
   • Each Party will comply with all applicable Law regarding their respective responsibilities involving the collection, use and disclosure of Personal Information.
   • Each Party understands and agrees that amendments to these Terms of Service may be required to comply with legislative changes regarding Personal Information. The Parties agree to negotiate in good faith any amendment to these Terms of Service as required to comply with applicable Law regarding Personal Information.
   • Unless otherwise expressly consented to by the Client, Tetra will only collect, use and disclose Personal Information as required to provide the Services or as otherwise described in these Terms of Service.

ARTICLE VI IP RIGHTS

1. Tetra’s Intellectual Property. As between Client and Tetra, all rights to the Client Portal, including all IP Rights therein, are and will remain with Tetra. Client acknowledges and agrees that it has no right, license or authorization with respect to the Client Portal (including any IP Rights therein) except as expressly set forth in section 2.1, in each case subject to section 2.3. All other rights in and to the Client Portal are expressly reserved by Tetra.
2. Client’s Intellectual Property. Client will be the sole and exclusive owner of its intellectual property, including any related IP Rights and the Client Systems.
3. Feedback. Tetra has the right to use or incorporate for its own business purposes any suggestions, enhancement requests, recommendations or other feedback related to the Client Portal or the Services provided by Client.
4. Use of Client Trademarks. Client consents to Tetra using Client’s name and trademarks as part of Tetra’s marketing materials, promotional materials, proposals, or similar materials. Client may revoke such consent by written notice to Tetra.
5. Modifications to the Client Portal. Client is not authorized to perform any modifications to the Client Portal. If Client makes any unauthorized modifications to the Client Portal, notwithstanding the prohibition against such modifications, any such modifications and any resulting IP Rights will be automatically assigned to and owned by Tetra, unless expressly agreed otherwise in writing.

ARTICLE VII CONFIDENTIALITY

1. Confidential Information.
   • In connection with these Terms of Service each party (as the “Disclosing Party”) may disclose or make available Confidential Information to the other party (as the “Receiving Party”).
   • Subject to Section 7.2, “Confidential Information” means information in any form or medium (whether oral, written, electronic or other) that (i) is marked or designated as confidential, (ii) would reasonably be understood to be confidential given the nature of the information or circumstances of disclosure, or (c) the Disclosing Party treats as confidential, commercially sensitive, or proprietary, including:
     • information consisting of, or relating to, the Disclosing Party’s technology and intellectual property;
     • Personal Information;
     • trade secrets;
     • unfiled patents, trade-marks, copyrights, technical expertise and know how;
     • business operations, financial information, plans, strategies, suppliers, customers, and pricing; and
     • any other information with respect to which the Disclosing Party has contractual or other confidentiality obligations, in each case whether or not marked, designated or otherwise identified as “confidential”.
   • Without limiting section 7.1(b), Client Data is the Confidential Information of Client, and the financial terms and existence of these Terms of Service are the Confidential Information of both Tetra and Client.
2. Exclusions. Confidential Information does not include the following:
   • any information that has been lawfully acquired by the Receiving Party in advance;
   • any public information not attributable to the fault of the Receiving Party;
   • any information lawfully acquired by the Receiving Party through other sources after its receipt of such information.
3. Protection of Confidential Information. As a condition to being provided with any disclosure of or access to Confidential Information, the Receiving Party will:
   • not access or use Confidential Information other than as necessary to exercise its rights or perform its obligations under and in accordance with these Terms of Service;
   • except as may be permitted by and subject to its compliance with section 7.4, not disclose or permit access to Confidential Information other than to its Representatives who:
     • need to know such Confidential Information for purposes of the Receiving Party’s exercise of its rights or performance of its obligations under and in accordance with these Terms of Service; and
     • have been informed of the confidential nature of the Confidential Information and the Receiving Party’s obligations under this Section 7.3;
   • safeguard the Confidential Information from unauthorized use, access, or disclosure using at least the degree of care it uses to protect its similarly sensitive information and in no event less than a reasonable degree of care; and
   • ensure its Representatives’ compliance with, and be responsible and liable for any of its Representatives’ non-compliance with, the terms of this section 7.3.
4. Compelled Disclosures.
   • If the Receiving Party or any of its Representatives is compelled by applicable Law to disclose any Confidential Information, then, to the extent permitted by applicable Law, the Receiving Party will:
     • promptly, and before such disclosure, notify the Disclosing Party in writing of such requirement so that the Disclosing Party can seek a protective order or other remedy or waive its rights under Section 7.3; and
     • provide reasonable assistance to the Disclosing Party, at the Disclosing Party’s sole cost and expense, in opposing such disclosure or seeking an injunction, a protective order or other limitations on disclosure.
   • If the Disclosing Party waives compliance or, after providing the notice and assistance required under this section 7.4, the Receiving Party remains required by Law to disclose any Confidential Information, the Receiving Party will disclose only that portion of the Confidential Information that the Receiving Party is legally required to disclose.

ARTICLE VIII REPRESENTATIONS

1. Mutual Representations. By accepting these Terms, Client represents and warrants that::
   • It has the power and capacity and good and sufficient right and authority to enter into these Terms of Service, and has (and agrees to maintain during the Term), the financial and other ability, power, and authority to fulfill and perform its obligations and to carry out the terms of these Terms of Service; and
   • These Terms of Service constitutes a legal, valid, and binding obligation of it, enforceable against it in accordance with its terms and conditions.
2. Tetra Representations. Tetra represents to Client that:
   • Tetra will maintain adequate limits of commercial general liability (currently $5,000,000) and cyber insurance (currently $5,000,000) policies;
   • Services will be provided in a professional and workmanlike manner;
   • Tetra will comply with all third-party licenses and restrictions as required to deliver the Services; and
   • To Tetra’s knowledge, the Services and/or the Client Portal do not infringe, misappropriate, or otherwise violate any IP Rights of any third party.
3. Client Representations. Client represents to Tetra that:
   • Client owns or otherwise has, and will have, the necessary rights and consents in and relating to its own Client Data (including Personal Information) so that, as received by Tetra and Processed in accordance with these Terms of Service, the Parties will not infringe, misappropriate or otherwise violate any IP Rights, or any privacy or other rights of any Person, or violate any applicable Law due to the Client’s use or disclosure of Client Data in connection with the Services.
4. Disclaimer of Conditions and Warranties.
   • EXCEPT AS SET FORTH HEREIN, TETRA HEREBY DISCLAIMS ALL CONDITIONS AND WARRANTIES, WHETHER IMPLIED, STATUTORY OR OTHERWISE UNDER THIS AGREEMENT, AND TETRA SPECIFICALLY DISCLAIMS ALL IMPLIED CONDITIONS AND WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, AND ALL WARRANTIES ARISING FROM COURSE OF DEALING, USAGE OR TRADE PRACTICE.
   • WITHOUT LIMITING THE FOREGOING AND EXCEPT AS SET FORTH IN THIS AGREEMENT, TETRA MAKES NO CONDITION OR WARRANTY OF ANY KIND THAT THE PLATFORM OR SERVICES, OR RESULTS OF THE USE THEREOF, WILL: (i) MEET CUSTOMER’S OR ANY OTHER PERSON’S REQUIREMENTS; (ii) BE COMPATIBLE OR WORK WITH ANY OTHER SOFTWARE, SYSTEM OR SERVICES, EXCEPT TO THE EXTENT EXPRESSLY SET FORTH IN THIS AGREEMENT, OR (iii) ACHIEVE ANY INTENDED RESULT.

ARTICLE IX INDEMNITY

1. Tetra Indemnification. Tetra will indemnify, defend, and hold harmless the Client ( “Indemnitee”) from and against any direct Losses finally awarded by a court of competent jurisdiction in connection with any claim by a third party (other than an affiliate of an Indemnitee) that alleges that the Client Portal, when used as authorized under these Terms of Service, directly infringes the registered IP Rights of such third party. This indemnity is Client’s sole remedy for any IP infringement claims.
2. Mutual Indemnification. Each Party agrees to indemnify and hold harmless the other Party’s Indemnitees from and against any and all Losses incurred by such Indemnitee in connection with any claim by a third party (other than an affiliate of an Indemnitee) that arises out of or relates to any gross negligence or wilful misconduct by a Party (or any third party on behalf of a Party) in connection with these Terms of Service.
3. Indemnification Procedures. A Party seeking indemnity must: (i) promptly notify the other Party in writing of the claim, provided that any failure or delay in giving such notice shall not relieve the indemnifying Party’s obligations, except to the extent it demonstrates that its defense of the claim is materially prejudiced thereby; and (ii) allow the other Party control, and cooperate with other Party, at the other Party’s expense, in the defense and any related settlement negotiations. No settlement shall be entered into that compromises the indemnified Party’s rights or imposes liability on it without that Party’s prior written consent, which consent shall not be unreasonably withheld, conditioned, or delayed.

ARTICLE X LIABILITY

1. Cap on Monetary Liability. SUBJECT TO THE EXCEPTIONS LISTED IN SECTION 10.2, IN NO EVENT WILL THE AGGREGATE LIABILITY OF EITHER PARTY UNDER OR IN CONNECTION WITH THIS AGREEMENT OR ITS SUBJECT MATTER, UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY AND OTHERWISE, EXCEED THE CUMULATIVE FEES PAID BY CUSTOMER DURING THE TWELVE (12) MONTHS PRECEDING THE ACT, OMISSION OR OCCURRENCE GIVING RISE TO SUCH LIABILITY.
2. Exceptions to Cap on Monetary Liability. Section 10.1 does not apply to the following circumstances:
   • A breach of confidentiality by either Party contravening the conditions described in section 7.3; or
   • Either Party’s indemnification obligations set forth in Section 9.1 or 9.2.

ARTICLE XI MISCELLANEOUS

1. Force Majeure. Neither Party, nor its employees, officers, directors, or Representatives will be liable for failure to perform, or delay in performance, due to anything beyond the reasonable control of either Party including (collectively and separately “Force Majeure Events”). In the event of delay in performance due to a Force Majeure Event, the date for delivery or completion time (but not a date for payment) will be extended by a period of time reasonably necessary to overcome the effect of such delay.
2. Notices. Any notice or other communication required or permitted to be given hereunder (“Notice”) will be sent by email at the address provided by customer upon registration (or as otherwise provided), and will be deemed to have been received on the date of sending unless a bounceback notification is received.
3. Further Assurances. The Parties will do such further acts, execute such further documents, and give such further assurances as may be necessary or desirable to give full effect to these Terms of Service.
4. Assignment. The Client may not assign or otherwise transfer any of its rights (or delegate or otherwise transfer any of its obligations) under these Terms of Service without Tetra’s prior written consent. Any purported assignment in violation of this clause will be null and void.
5. Enurement. These Terms of Service will enure to the benefit of and be binding upon the Parties and their respective executors, administrators, heirs, successors, and permitted assigns.
6. Relationship of the Parties. The Parties are independent contractors. Nothing in these Terms of Service, and no action taken under these Terms of Service, will be construed as creating any agency, partnership, joint venture or other form of joint enterprise, employment or fiduciary relationship between the Parties, and neither Party will have authority to contract for or bind the other Party in any manner.
7. Entire Agreement. These Terms of Service constitutes the entire understanding between the Parties with respect to the subject matter of these Terms of Service, and supersedes all prior agreements, understandings, warranties, and representations between the Parties related to its subject matter.
8. Severability. In the event that any term or provision of these Terms of Service is determined by a decision-maker with binding authority to be invalid, illegal or unenforceable for any reason, such invalidity, illegality or unenforceability will not affect the operation of any other term or provision of these Terms of Service.
9. Amendment and Waiver. Tetra reserves the right to update or modify these Terms at any time by posting the revised version on the Client Portal. Your continued use of the Client Portal following the posting of any changes constitutes your acceptance of such changes. If you do not agree with any modifications, you must immediately stop using the Client Portal.
10. Governing Law. These Terms of Service will be governed by and construed in accordance with the laws of the Province of Alberta and the laws of Canada applicable therein, and each Party exclusively attorns to the jurisdiction of the courts of Calgary, Alberta for any disputes relating to these Terms of Service.