OPS EXPRESS TERMS OF SERVICE

Master Terms of Service

Last Updated: March 20, 2024

1. General Information Regarding These Terms of Service

Unless otherwise noted on a particular site or service, these master terms of use (“Master Terms”) apply to your use of all of the websites that Ops Express Inc. (“Ops Express,” “OE,” “we,” “our,” or “us”) operates and all Services that Ops Express provides. This include https://ops.express, together with all other subdomains thereof, (collectively, the “Websites”). The Master Terms also apply to all products, information, and services provided through the Websites or through retaining Ops Express' Services.

Additional terms: In addition to the Master Terms, your use of any Services may also be subject to specific terms applicable to a particular Service (“Additional Terms”). If there is any conflict between the Additional Terms and the Master Terms, then the Additional Terms apply in relation to the relevant Service.

Collectively, the Terms: The Master Terms, together with any Additional Terms, form a binding legal agreement between you and Ops Express in relation to your use of the Services. Collectively, this legal agreement is referred to below as the “Terms.”

Human-readable summary of Sec 1: These terms, together with any special terms for particular websites or services, create a contract between you and Ops Express. The contract governs your use of all websites operated by Ops Expresss and all Services provided by Ops Express, unless a particular website or service agreement indicates otherwise. These human-readable summaries of each section are not part of the contract, but are intended to help you understand its terms.

2. Your Agreement to the Terms

BY CLICKING “I ACCEPT” OR OTHERWISE ACCESSING OR USING ANY OF THE SERVICES, YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTOOD, AND AGREED TO BE BOUND BY THE TERMS. By clicking “I ACCEPT” or otherwise accessing or using any Services you also represent that you have the legal authority to accept the Terms on behalf of yourself and any party you represent in connection with your use of any Services. If you do not agree to the Terms, you are not authorized to use any Services. If you are an individual who is entering into these Terms on behalf of an entity, you represent and warrant that you have the power to bind that entity, and you hereby agree on that entity’s behalf to be bound by these Terms, with the terms “you,” and “your” applying to you, that entity, and other users accessing the Services on behalf of that entity.

Human-readable summary of Sec 2: Please read these terms and only use our sites and services if you agree to them.

3. Changes to the Terms

From time to time, Ops Express may change, remove, or add to the Terms, and reserves the right to do so in its discretion. In that case, we will post updated Terms and indicate the date of revision. If we feel the modifications are material, we will make reasonable efforts to post a prominent notice on the relevant Website(s) and notify clients subscribed to our Services via email. All new and/or revised Terms take effect immediately and apply to your use of the Services from that date on, except that material changes will take effect 30 days after the change is made and identified as material. Your continued use of any Services after new and/or revised Terms are effective indicates that you have read, understood, and agreed to those Terms.

Human-readable summary of Sec 3: These terms may change. When the changes are important, we will put a notice on the website or email you if we have your email address. If you continue to use the sites or our services after the changes are made, you agree to the changes.

4. No Legal or Financial Advice

Ops Express is not a law firm, does not provide legal advice, and is not a substitute for a law firm. Sending us an email or using any of the Services, does not constitute legal advice or create an attorney-client relationship. We may provide input on contracts or proposals from an operational perspective, but always recommend you review any legal documents with a lawyer.

Ops Express is not an tax, financial or accounting firm, does not provide tax, financial or accounting advice, and is not a substitute for an accounting firm, professional accountant, or similar registered professional. Sending us an email or using any of the Services, does not constitute tax, financial or accounting advice. We may provide services to create operational reports, data visualization, or similar information through our Services, but always recommend you review any tax, accounting or financial matters with the appropriate registered professional.

You are solely responsible for ensuring to meet all legal and regulatory obligations.

Any information provided on our Website or other media channels is for informational purposes only and should not be relied upon for tax, accounting, legal, financial or any other business purposes.

Human-readable summary of Sec 4: We aren’t your lawyer, accountant, or financial advisor. Please consult the proper registered professional for any advice that would generally require a registered professional.

5. Pricing and Subscription Terms

Subscription Fees

The fees for subscription packages offered by Ops Express are subject to adjustment from time to time based on prevailing market conditions and the evolution of our service offerings ("Subscription Fees"). Notwithstanding the foregoing, Ops Express guarantees that once you have subscribed to a specific subscription package, the Subscription Fee for such package will not be subject to any adjustments or increases for a period of twelve (12) months from the commencement date of the subscription ("Guaranteed Rate Period"). This provides stability and predictability for your budgeting and financial planning requirements.

Continuity of Services

Ops Express will make reasonable efforts to ensure that the Services, as described in the applicable service documentation and subject to the terms and conditions set forth herein, are available to the Subscriber for the entirety of the term of the Subscriber's subscription, and that desired tasks are completed. The Company's obligation to provide the Services is contingent upon the Subscriber's timely payment of the Subscription Fees and compliance with the terms and conditions of this Agreement.

Adjustment of Subscription Fees

Following the expiration of the Guaranteed Rate Period, Ops Express reserves the right to adjust the Subscription Fees for the your subscription. Any such adjustments will be communicated no less than thirty (30) days prior to the date when the adjusted Subscription Fees will apply. Following an adjustment to the Subscription Fee, the rate will again be guaranteed for a period of twelve (12) months. Your continued use of the Services following the commencement date of any such Subscription Fee adjustment shall constitute your acceptance of the adjusted Subscription Fees.

Human-readable summary of Sec 5: We might adjust our subscription prices as needed. If we do we'll give you 30 days notice. Additionally your subscription rate when you sign up is guaranteed for 12 months. If we do adjust the rate, the new rate is then guaranteed for another 12 months.

6. Task Management and Completion

Submission and Acceptance of Tasks

Ops Express reserves exclusive discretion to accept, reject, or modify any tasks you submit for completion. Acceptance of a task by Ops Express does not guarantee its completion but indicates an intention to make reasonable efforts to complete the task subject to these terms and its feasibility as determined by our professional judgment.

Setting and Feasibility of Tasks

You acknowledge and agree, without exception, that while tasks are requested by you, the final setting, scope, and parameters of any task to be undertaken are determined solely by Ops Express. This discretion ensures that tasks align with our capabilities, operational policies, and compliance requirements. We will communicate any necessary modifications to tasks to you for your agreement before proceeding.

No Guarantee of Completion

While Ops Express endeavors to meet target completion timeframes, you acknowledge that these timeframes serve as guidelines and may not apply or create any expectation or guarantee for task completion times. The nature of tasks, their complexity, and the effort required can vary greatly. Additionally, tasks may be subject to third-party or external factors beyond our control, further impacting our ability to meet these guidelines. You understand and agree that while we aim to complete tasks as efficiently as possible, Ops Express cannot guarantee completion within the aforementioned or any specific timeframes. We commit to maintaining open communication with you regarding any changes or updates to task timelines.

Acceptance of Terms

By submitting tasks for completion by Ops Express, you agree to these Task Management and Completion terms and acknowledge your understanding and acceptance of our discretionary authority to accept, reject, or modify tasks as outlined herein.

Remedies and Resolution

In the event that Ops Express is unable to complete an accepted task, we will notify you and may, at our discretion, offer alternative solutions, adjustments to the service, or other forms of resolution. Ensuring your satisfaction and the continued provision of high-quality services remains our priority, and Ops Express is committed to working constructively with you to address any uncompleted tasks.

Human-readable summary of Sec 6: We're here to work on your tasks, but we have discretion to accept, tweak, or say no thanks based on what's doable. Just because we've accepted a task doesn't mean we can always see it through — sometimes things are more complex or out of our hands than expected. While we aim for certain timelines, those are just guidelines. If a task hits a snag, we'll loop you in on alternative solutions. Your understanding here is much appreciated!

7. Content and Intellectual Property Rights

Content Provided As-Is

You hereby acknowledge that all material, data, and information, including but not limited to text, images, software, audio and video (collectively, "Content") which may be accessed through or as part of the Services provided by Ops Express, are provided on an "as-is" and "as available" basis. Ops Express expressly disclaims all warranties, whether express or implied, regarding the accuracy, adequacy, validity, reliability, availability, or completeness of such Content. Ops Express shall not, under any circumstances, be held liable for any Content, including but not limited to errors or omissions in any Content, or any loss or damage of any kind incurred as a result of your use of, or reliance on, any Content transmitted, uploaded, posted, e-mailed, or otherwise made available via the Services.

Licensing and Use of Content

All Content made available through the Ops Express Services, except where explicitly stated otherwise, is subject to the terms of this Agreement. You are solely responsible for compliance with any applicable licensing terms specified for such Content, including but not limited to, providing appropriate attribution. You agree not to use any Content in a manner that infringes or violates the rights of any third party or contravenes any applicable law or regulation.

Content Supplied by You

Ownership and License

You retain all right, title, and interest in any documents, information, data, text, images, software, audio, video, works of authorship, and other material (collectively referred to as “User Content”) that you provide to or make available to Ops Express in connection with the Services. By submitting, posting, or displaying User Content on or through the Services, you grant Ops Express a worldwide, non-exclusive, royalty-free license, with the right to sublicense, to use, reproduce, adapt, modify, publish, transmit, display, and distribute such User Content solely for the purpose of providing and promoting the Services. You represent and warrant that you have all the rights, power, and authority necessary to grant the rights granted herein to any User Content submitted.

Ops Express Rights

Ops Express retains all rights, title, and interest in and to any proprietary tools, software, technology, materials, and intellectual property, irrespective of whether such assets were utilized in conjunction with your User Content. You acknowledge that any creation, invention, or innovation developed by Ops Express in the course of providing the Services, irrespective of its use or application to your User Content, shall remain the exclusive property of Ops Express.

Ops Express Created Content

Creation and Use

In the execution of Services, Ops Express may create or generate additional content, including but not limited to reports, data visualizations, automation scripts, and software, specifically tailored to your requirements ("Ops Express Created Content"). Whilst you are granted a non-exclusive license to use Ops Express Created Content within your internal operations, Ops Express reserves all rights to utilize, adapt, and repurpose any such Created Content for any and all purposes, including but not limited to the development and enhancement of Ops Express's Services and offerings.

Human-readable summary of Sec 7: At Ops Express, we provide a variety of content to help with your operations, from automation tools to strategic insights. While we strive for accuracy, we offer content "as-is" and can't guarantee its accuracy. You're responsible for using content correctly, especially when it comes to respecting others' rights. Anything you contribute stays yours, but we can use it to better our services. Similarly, things we create for you can be used by you for business needs, but we also retain rights to further develop and share these innovations.

8. Service Support and Maintenance

Ops Express is dedicated to delivering high-quality, subscription-based services tailored to support your operational needs effectively. Our solutions are designed with your success in mind, crafted to offer valuable insights and improvements to your processes.

Provision of Solutions "As-Is"

All solutions provided by Ops Express, including but not limited to reports, data visualizations, automation tools, and software, are delivered on an "as-is" basis. We strive for excellence in our service delivery, ensuring that our solutions meet the agreed-upon specifications. However, the dynamic and complex nature of technology and business operations means that subsequent changes or updates, either in your operational environment or the broader technological landscape, may impact the functionality or performance of these solutions over time.

Post-Subscription Support Clarification

During the active period of your subscription, Ops Express commits to making reasonable efforts to ensure the availability of the Services and the completion of tasks as outlined in our agreement. However, once a subscription has concluded, our obligation to provide ongoing support, updates, or maintenance to the solutions delivered ceases. This does not diminish our commitment to quality; rather, it acknowledges the practical limitations of post-subscription support within the scope of a subscription-based model.

We understand the importance of continuity and stability in your operations, and while we aim not to leave our clients without recourse, it is essential to recognize that continuous changes in technology and operational requirements may necessitate further engagement beyond the original subscription term for additional support or updates.

Future Support Considerations

Should you require further assistance or updates to previously delivered solutions after your subscription has ended, we encourage open communication to discuss how Ops Express can support your evolving needs through new or renewed engagement terms.

Human-readable summary of Sec 8: Our services are provided with the aim of making a positive impact on your operations, delivered as agreed upon during your subscription. Post-subscription, we’re limited in providing ongoing support or updates unless we arrange something new. We're all about crafting solutions that work for you now and discussing how we can continue to support you in the future.

9. Prohibited Conduct

You agree not to engage in any of the following activities:

Violating laws and rights

You may not use any Service for any illegal purpose or in violation of any local, provincial, state, national, or international laws. You may not violate or encourage others to violate any right of or obligation to a third party, including by infringing, misappropriating, or violating intellectual property, confidentiality, or privacy rights.

Solicitation

You may not use the Services or any information provided through the Services for the transmission of advertising or promotional materials, including junk mail, spam, chain letters, pyramid schemes, or any other form of unsolicited or unwelcome solicitation.

Disruption

You may not use the Services in any manner that could disable, overburden, damage, or impair the Services, or interfere with any other party’s use and enjoyment of the Services; including by (a) uploading or otherwise disseminating any virus, adware, spyware, worm or other malicious code, or (b) interfering with or disrupting any network, equipment, or server connected to or used to provide any of the Services, or violating any regulation, policy, or procedure of any network, equipment, or server.

Harming others

You may not post or transmit Content on or through the Services that is harmful, offensive, obscene, abusive, invasive of privacy, defamatory, hateful or otherwise discriminatory, false or misleading, or incites an illegal act; You may not intimidate or harass another through the Services; and, you may not post or transmit any personally identifiable information about persons under 13 years of age on or through the Services.

Impersonation or unauthorized access

You may not impersonate another person or entity, or misrepresent your affiliation with a person or entity when using the Services; You may not use or attempt to use another’s account or personal information without authorization; and You may not attempt to gain unauthorized access to the Services, or the computer systems or networks connected to the Services, through hacking password mining or any other means.

Technical Integrity

Accessing, tampering with, or using non-public areas of the Services, Ops Express's computer systems, or the technical delivery systems of Ops Express's providers is forbidden. Prohibited actions include probing, scanning, or testing the vulnerability of any system or network, or breaching security or authentication measures.

Data Harvesting

Collecting or storing any personally identifiable information from the Services from other users without their express permission is not allowed.

Network Abuse

Interfering with, disrupting, or creating an undue burden on servers or networks connected to the Services, or violating the regulations, policies, or procedures of such networks is prohibited. You may not attempt to gain unauthorized access to the Services, or to other computer systems or networks connected to or used together with the Services.

Human-readable summary of Sec 9: Play nice. Be yourself. Don’t break the law or be disruptive. Respect others' rights and privacy, and don't interfere with the services we provide.

10. DISCLAIMER OF WARRANTIES

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, OPS EXPRESS OFFERS THE SERVICES (INCLUDING ALL CONTENT AVAILABLE ON OR THROUGH THE SERVICES) "AS-IS" AND MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND CONCERNING THE SERVICES, EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE. THIS INCLUDES, BUT IS NOT LIMITED TO, WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. OPS EXPRESS DOES NOT WARRANT THAT THE FUNCTIONS OF THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE, THAT DEFECTS WILL BE CORRECTED, OR THAT ANY SERVERS USED BY OPS EXPRESS ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. OPS EXPRESS DOES NOT WARRANT OR MAKE ANY REPRESENTATION REGARDING THE USE OF THE CONTENT AVAILABLE THROUGH THE SERVICES IN TERMS OF ACCURACY, RELIABILITY, OR OTHERWISE.

Human-readable summary of Sec 10: Ops Express doesn’t guarantee that everything will work perfectly or that all content is accurate. We provide our services "as is" and can’t promise they will meet your specific needs.

11. LIMITATION OF LIABILITY

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL OPS EXPRESS BE LIABLE TO YOU ON ANY LEGAL THEORY FOR ANY INCIDENTAL, DIRECT, INDIRECT, PUNITIVE, ACTUAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, OR OTHER DAMAGES, INCLUDING WITHOUT LIMITATION, LOSS OF REVENUE OR INCOME, LOST PROFITS, PAIN AND SUFFERING, EMOTIONAL DISTRESS, COST OF SUBSTITUTE GOODS OR SERVICES, OR SIMILAR DAMAGES SUFFERED OR INCURRED BY YOU OR ANY THIRD PARTY THAT ARISE IN CONNECTION WITH THE SERVICES (OR THE TERMINATION THEREOF FOR ANY REASON), EVEN IF OPS EXPRESS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, OPS EXPRESS IS NOT RESPONSIBLE OR LIABLE WHATSOEVER IN ANY MANNER FOR ANY CONTENT POSTED ON OR AVAILABLE THROUGH THE SERVICES (INCLUDING CLAIMS OF INFRINGEMENT RELATING TO THAT CONTENT), FOR YOUR USE OF THE SERVICES, OR FOR THE CONDUCT OF THIRD PARTIES ON OR THROUGH THE SERVICES.

Certain jurisdictions do not permit the exclusion of certain warranties or limitation of liability for incidental or consequential damages, which means that some of the above limitations may not apply to you. IN THESE JURISDICTIONS, THE FOREGOING EXCLUSIONS AND LIMITATIONS WILL BE ENFORCED TO THE GREATEST EXTENT PERMITTED BY APPLICABLE LAW.

Human-readable summary of Sec 11: OE is not responsible for the content on the sites, your use of our services, or for the conduct of others on our sites.

12. Indemnification

To the extent authorized by law, you agree to indemnify and hold harmless Ops Express, its affiliates, officers, agents, employees, and partners from and against any claims, liabilities, damages, losses, and expenses, including without limitation, reasonable legal and accounting fees, arising out of or in any way connected with (a) your access to, use of, or alleged use of the Services; (b) your content or your violation of any portion of these Terms, any representation, warranty, or agreement referenced in these Terms, or any applicable law or regulation; (c) your violation of any third-party right, including without limitation any intellectual property right, publicity, confidentiality, property, or privacy right; or (d) any disputes or issues between you and any third party. Ops Express reserves the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify us and you agree to cooperate with our defense of these claims.

Human-readable summary of Sec 12: If something happens because you violate these terms, because of your use of the services, or because of the content you post on the sites, you agree to repay OE for the damage it causes.

13. Release

You hereby release and forever discharge Ops Express (and our officers, employees, agents, successors, and assigns) from, and hereby waive and relinquish, each and every past, present, and future dispute, claim, controversy, demand, right, obligation, liability, action, and cause of action of every kind and nature (including personal injuries, death, and property damage), that has arisen or arises directly or indirectly out of, or that relates directly or indirectly to, the Services (including any interactions with, or act or omission of, other Service users or any Third-Party Links & Ads). This release does not extend to any claims which you do not know or suspect to exist in your favor at the time of agreeing to this release, which if known by you, must have materially affected your agreement with Ops Express.

Human-readable summary of Sec 13: By using our services, you're agreeing not to hold us responsible for pretty much any legal claim related to your use of Ops Express. This includes letting go of any claims you might not know about right now that could come up later.

14. Privacy Policy

Ops Express is committed to responsibly handling the information and data we collect through our Services in compliance with our Privacy Policy, which is incorporated by reference into these Master Terms. Please review the Privacy Policy so you are aware of how we collect and use your personal information.

Human-readable summary of Sec 14: Please read our Privacy Policy. It is part of these terms, too.

15. Trademarks

OE’s name, logos, icons, and other trademarks may only be used with written permission from Ops Express.

Other trademarks used on the site are the registered trademarks of their respective owners. Those marks are used for referential purposes only and are not intended to suggest or imply any affiliation with or endorsement by their respective owners.

Human-readable summary of Sec 15: If you want to use OE trademarks, please let us know why and how and we'll let you know if you may. Other trademarks used on this site are not intended to suggest endorsement or affiliation with OE.

16. Affiliate Program

Ops Express operates an Affiliate Program intended to reward individuals and entities ("Affiliates") for referring new clients to our services. The Affiliate Program is governed by the conditions outlined herein, which form an integral part of the Ops Express Terms of Service.

Eligibility and Participation

Eligibility for participation in the Affiliate Program is at the sole discretion of Ops Express and is open to those who meet our criteria. While adherence to these Affiliate Program Terms and the Ops Express Terms of Service is required, acceptance into the program is determined solely by Ops Express. We reserve the right to modify, suspend, or discontinue the Affiliate Program at any time without prior notice, including changes to the program's benefits, payment structure, and eligibility criteria.

Affiliate Obligations and Conduct

Affiliates are required to conduct themselves in a professional manner and to undertake marketing and promotional activities that comply with all applicable laws and regulations. False or misleading representations of Ops Express and its services are strictly prohibited. Furthermore, Affiliates must clearly and conspicuously disclose their relationship with Ops Express in all promotional materials.

Commission and Payment

Commissions for qualifying referrals leading to the sale of Ops Express services are detailed in the Affiliate Program documentation. Ops Express retains the right to adjust these financial terms at its discretion. Eligibility for commission payments is contingent upon the referred client fulfilling their payment obligations to Ops Express.

Termination and Disqualification

Ops Express reserves the right to terminate an Affiliate's participation in the program at its sole discretion. Termination may occur for reasons including, but not limited to, non-compliance with these terms, engagement in fraudulent activities, or failure to meet performance criteria as may be established by Ops Express. Additionally, Ops Express may withhold commission payments pending investigation into the Affiliate's compliance with these terms. Disqualification or termination from the Affiliate Program shall not limit Ops Express's right to pursue other legal remedies.

No Guarantee of Earnings

Participation in the Affiliate Program does not guarantee earnings. Success as an Affiliate depends on numerous factors, such as individual effort and market conditions. Ops Express may, at its discretion, terminate or modify the Affiliate Program without incurring any obligation to Affiliates.

Limitation of Liability

Ops Express shall not be liable for any indirect, incidental, special, or consequential damages arising from or in connection with the Affiliate Program.

Indemnification

Affiliates agree to indemnify and hold harmless Ops Express, its directors, officers, employees, and agents against any claims, damages, or expenses arising from their participation in the Affiliate Program or any breach of these terms.

Ops Express maintains the authority to review, amend, or terminate the Affiliate Program or these terms at its discretion, ensuring alignment with business objectives and legal requirements.

Human-readable summary of Sec 16: Joining our Affiliate Program could reward you for referrals, but it's not a guarantee of profit. We decide who joins, and we can end the program when we need to. Keep your promotions honest and be upfront about your link to us. If you don't play by the rules, we might have to say goodbye.

17. Copyright Complaints

Ops Express respects copyright, and we prohibit users of the Services from submitting, uploading, posting, or otherwise transmitting any Content on the Services that violates another person’s proprietary rights.

To report allegedly infringing Content hosted on a website owned or controlled by OE, send us details on the Content to legal@ops.express.

Human-readable summary of Sec 17: Please let us know if you find infringing content on our websites.

18. Termination

By Ops Express

Ops Express reserves the right to modify, suspend, or discontinue the operation of, or access to, all or any part of the Services at any time for any reason, without notice or liability. Furthermore, your individual access to, and use of, the Services may be terminated by Ops Express at our sole discretion, including for violations of these Terms or for conduct that Ops Express believes harms the Services or other users.

By You

You have the right to terminate your subscription and this agreement at any time. Termination will be effective at the end of your current billing cycle, preventing any further charges. To terminate your subscription, you must use the designated functionality within the Services or contact customer support.

Automatic upon Breach

Your right to access and use the Services automatically terminates if you breach any of these Terms. Immediate termination may occur for non-payment of subscription fees, unauthorized use of the Services, or any actions that could expose Ops Express to legal liability.

Survival

Certain provisions will survive termination, including the disclaimer of warranties, the limitation of liability, indemnification obligations, and any other provision that, by its nature, should survive termination. The rights granted to Ops Express concerning Your Content, as well as your indemnification obligations, will continue beyond the termination of this agreement.

Human-readable summary of Sec 18: Ops Express can end your use of our services if you break the rules, and you can stop using our services anytime you want. Some parts of this agreement will still apply even after the services end.

19. Miscellaneous Terms

Choice of Law

The Terms are governed by and construed in accordance with the laws of Alberta, Canada, not including its choice of law rules. For disputes where Ops Express is considered a federal entity or where applicable laws mandate a different jurisdiction, such disputes shall be governed by the applicable laws of Canada.

Dispute Resolution

The parties agree that any disputes arising between Ops Express and you concerning these Terms, and/or any of the Services, shall be brought before a competent court of Alberta, Canada, and you hereby consent to the personal jurisdiction and venue of such court. This clause does not apply if you are an authorized agent of a government or intergovernmental entity using the Services in your official capacity and are legally restricted from accepting the designated law, jurisdiction, or venue clauses. In such instances, these Terms and any action related thereto will be governed by the applicable laws of Canada.

No Waiver

The failure of either party to insist upon or enforce strict performance of any of the Terms will not be construed as a waiver of any provision or right. A waiver of any provision of these Terms must be in writing and signed by the party to be charged.

Severability

If any part of these Terms is held to be invalid or unenforceable by any law, regulation, or final determination of a competent court, that provision will be deemed severable and will not affect the validity and enforceability of the remaining provisions.

No Agency Relationship

The parties agree that no joint venture, partnership, employment, or agency relationship exists between you and Ops Express as a result of these Terms or your use of the Services.

Integration

These Terms constitute the entire agreement between you and Ops Express relating to the subject matter herein and supersede any and all prior communications and/or agreements between you and Ops Express related to access and use of the Services.

Human-readable summary of Sec 19: If there’s a legal issue, it’s going to be handled in Alberta according to Alberta’s laws (or Canadian laws for certain government users). Just because we’re in this agreement doesn’t mean we’re business partners or employees of one another. These terms represent our whole understanding regarding your use of Ops Express services.

20. Non-Solicitation

You acknowledge that the employees of Ops Express constitute a significant and valuable asset to the company, contributing materially to the performance of the Services. Accordingly, you agree that during the term of your engagement with Ops Express Services ("Term") and for a period of one (1) year thereafter, you shall not, directly or indirectly, recruit, solicit, or otherwise endeavor to hire or engage any of the Ops Express's employees who are directly involved in the delivery or development of the Services, without the express written consent of Ops Express.

Notwithstanding the foregoing, this provision shall not restrict your ability to hire or engage an individual who responds to a public job advertisement or general hiring call that is not specifically targeted at employees of Ops Express.

Should there be a breach of this non-solicitation obligation, the non-breaching party is entitled, in addition to any other rights and remedies it may have, to liquidated damages. These damages will be equivalent to one hundred percent (100%) of the total remuneration received by the employee in the previous calendar year or expected in the current calendar year from Ops Express. "Total remuneration" includes, but is not limited to, base salary, bonuses, commissions, and any other financial benefits. This provision for liquidated damages is based upon a reasonable pre-assessment of the anticipated harm that such a breach would impose on Ops Express, considering the difficulties associated with proving actual damages. This amount is not intended as a punitive measure but as a fair compensation for the breach of this agreement.

Human-readable summary of Sec 20: We agree not to hire away each other's team members during our work together and for a year after. If someone from our team joins yours through a public job ad, that’s okay. But, if there's direct poaching, compensation based on the employee's last or expected earnings will apply.