This Agreement (“Agreement”) is between Zurich Insurance Company Ltd (Canadian Branch) and its affiliates (collectively, “Zurich”) and you and the entity you represent (collectively, “you” or “your”) and sets forth the understanding between you and Zurich regarding your use of the Managed Services (as defined below). You represent to Zurich that you are lawfully able to enter into agreements and, if you are entering into this Agreement for an entity, such as the company you work for, you represent that you have legal authority to bind that entity. In such event, “you” and “your” as used in this Agreement will refer to such entity.
Although Zurich has reviewed ZenOpz and the Managed Services and has chosen to engage with ZenOpz , however Zurich’s review is not a substitute for your own due diligence. You acknowledge and agree that Zurich makes no representations or warranties regarding the quality of the Managed Services including, but not limited to, any implied warranties of merchantability and fitness for a particular purpose, and that Zurich will have no liability whatsoever related to the Managed Services including, but not limited to, the quality, suitability or adequacy of thereof.
By using the Managed Services, you assume all risks associated with such use, including the use of any products delivered by ZenOpz. In no event will Zurich be liable for any direct, indirect, punitive, special, incidental, or consequential damages, including, without limitation, lost revenues or lost profits, arising out of or in any way connected with the Managed Services or otherwise arising out of your use of the Managed Services or any agreement between you and ZenOpz, whether based on contract, tort, strict liability or otherwise, even if Zurich has been advised of the possibility of damages. You hereby release, waive, discharge, and covenant not to sue Zurich for any claims, losses or liabilities arising in connection with your use of the Managed Services.
NOTWITHSTANDING ANYTHING TO THE CONTRARY HEREIN, ZURICH’S LIABILITY TO YOU, IF ANY, ARISING OUT OF, RESULTING FROM, OR IN ANY WAY RELATED TO THE MANAGED SERVICES FROM ANY CAUSE OR CAUSES, INCLUDING BUT NOT LIMITED TO THE NEGLIGENCE, PROFESSIONAL ERRORS OR OMISSIONS, STRICT LIABILITY OR BREACH OF CONTRACT OF OR BY ZURICH OR ZURICH’S OFFICERS, DIRECTORS, AGENTS, EMPLOYEES OR SUBCONTRACTORS WILL NOT EXCEED THE COST OF THE SERVICES THAT ZURICH PAYS FOR ON YOUR BEHALF.
In the event a dispute arises between you and Zurich relating to the Managed Services, the party wishing to pursue the dispute must submit it to binding arbitration in accordance with the Arbitration Act 1991 (Ontario) , provided, however, that in no event may any arbitration be initiated more than one year following the sending of written notice of the dispute. Any such arbitration proceeding will be conducted in Ontario, Canada. The arbitrators will have no authority to award any punitive or exemplary damages, or to vary or ignore these terms and conditions. Each party will bear the cost of any counsel engaged by that party for the arbitration.
This Agreement will be governed by and construed in accordance with the laws of the Province of Ontario and Canada’s federal laws applicable therein. The parties irrevocably submit to the exclusive jurisdiction of the courts of the Province of Ontario. This Agreement constitutes the entire agreement and understanding among the parties with respect to the subject matter hereof, and supersedes and replaces any prior oral or written documents, agreements and understandings between the parties relating hereto. If any provision of this Agreement is held to be illegal, invalid, unenforceable or void by any competent court, governmental, administrative or other authority having jurisdiction, the remaining provisions of this Agreement will not be affected thereby and will remain in full force and effect. This Agreement may be amended by Zurich from time to time.