This is a contract between you and NEXT Dimension Communications Corporation (NEXTV International). It spells out the terms and conditions that apply to your use of the video and audio programming and related services provided by NEXTV International(collectively, the "Services").
By subscribing to the Services or by using the Services you are agreeing to be legally bound by and abide by the terms of this Agreement. IF YOU DO NOT AGREE TO BE BOUND BY THIS AGREEMENT, YOU MAY NOT SUBSCRIBE TO, ACCESS OR USE THE SERVICES AND YOU MUST IMMEDIATELY TERMINATE YOUR SERVICES ACCOUNT, IF YOU HAVE ONE.
1. NEXTV International reserves the right to amend this Agreement at its sole discretion, at any time. NEXTV International will notify you of any amendments to this Agreement by sending you notice of the amendment via e-mail to your primary e-mail address. You agree to go to the Services Web Site regularly in order to be aware of any amendments posted on such site and your continued use of the Services following any amendment shall be deemed to be your acceptance of the amended Agreement. If you do not agree to any amendment, you must immediately terminate your Services account.
2. You acknowledge and agree that access to and use of the Services from any location other than your address for the delivery of the Services, according to NEXTV International' records, (your "Billing Address"), is prohibited. The Services are for your private home viewing and use only
3. You represent and warrant that you have reached the age of majority (at least 18 or 19 years of age) in the province or territory in which you reside and that you possess the legal right and ability to enter into this Agreement and use the Services in accordance with this Agreement.
4. As the Services account holder, you are responsible for your account and the maintenance of all usernames and passwords related to your account. You are solely responsible and liable for any and all activities that occur under your account. You are responsible for maintaining the confidentiality of your account and all usernames and passwords related to your account. You agree to immediately notify NEXTV International, of any unauthorized use of your account or any usernames or passwords related to your account or of any other breach of security, and to provide assistance to NEXTV International, as requested, to stop and/or remedy any breach of security.
5. You hereby agree that NEXTV International and/or its agents may collect, use and disclose personal information about you that you have provided to NEXTV International and/or its agents in connection with provision of the Services. In addition, you agree that NEXTV International and/or its agents may disclose such personal information on a confidential basis to its content suppliers (and their agents and contractors) for the purpose of conducting marketing research in relation to use of the Services and addressing customer comments regarding Services content.
6. You agree to provide current, accurate and complete customer information as prompted by NEXTV International' registration processes or as otherwise requested by NEXTV International or its agents and you agree to promptly notify NEXTV International, of any changes to this information as required to keep it current, complete and accurate.
7. Following any applicable free trial period for the Services, you agree to pay all fees and charges (and applicable taxes) incurred which relate to the provision and/or use of the Services through your account, in accordance with the rates and billing policies established from time to time by NEXTV International. Such rates and policies will be posted on the Services Web Site or otherwise made available to you by NEXTV International. Free trial periods (if applicable) are only offered in connection with your first Services subscription and are not available for any subsequent Services subscriptions. The first billing period for your Services account begins on the date of your STB registration.
8. Rebates or service credits applicable to fixed term agreements, if available, are described on the Services Web Site.
9. Available billing and payment options may vary depending on your Billing Address or other factors and NEXTV International reserves the right to modify the forms of payment it will accept, at any time, in its sole discretion. If charges are included on your NEXTV International bill, such charges are due on the due date shown on such bill. If payment is not received by NEXTV International by this due date, interest shall accrue on the outstanding amount at the rate shown on the bill or, if no rate is shown on the bill, at the simple interest rate of 2% per month. If a pre-authorized bank (or other financial institution) account debit (a "Bank Account Debit"), where applicable, is returned unprocessed to NEXTV International, NEXTV International reserves the right to apply a returned payment fee of $25.00, plus applicable taxes, to your account.
10. Your right to use the Services is subject to any limits established by your credit card issuer or financial institution, if applicable. By using a credit card, Bank Account Debit, or other payment method, you expressly authorize NEXTV International or its agents to charge all fees and charges incurred by you under this Agreement to such card, account or other payment method and such authorization will survive termination of this Agreement until there are no charges owing by you under this Agreement. If you use a credit card, Bank Account Debit or other payment method and NEXTV International does not receive payment from the card issuer or its agents, the financial institution or its agents, or through the other payment method, as applicable, you agree to pay all amounts due, upon demand by NEXTV International.
11. Any failure of NEXTV International to make a bill or statement available to you pursuant to this Agreement does not affect your responsibility to pay any incurred charges. Unless you notify NEXTV International of any errors, discrepancies or irregularities in any billing within 90 days after they first appear on your bill or statement, such bill or statement will be deemed accepted by you for all purposes. Without limiting anything else in this Agreement, you agree to release NEXTV International from any and all liability and claims of loss resulting from any errors, discrepancies or irregularities that are not reported to NEXTV International within 90 days of the publication date of the applicable bill or statement.
12. You agree to pay all costs incurred by NEXTV International in the collection of any delinquent charges due under this Agreement or in the enforcement of this Agreement including, without limitation, lawyers' fees.
13. The Services are subject to the availability of suitable equipment and facilities and consequently all Services are not available at all locations.
14. In order to receive the Services you must have an active high speed Internet service.
15. It is your responsibility to ensure that your equipment and software meet the current minimum system requirements specified by NEXTV International as being necessary for access to the Services. You acknowledge that such requirements may change from time to time, with or without notice, at NEXTV International' sole discretion.
16. In order to receive the Services you are required to subscribe for and maintain minimum levels of programming (i.e. the "Essentials" programming package). NEXTV International shall post such minimum levels of programming on the Services Web Site. You acknowledge that such minimum levels of programming may change from time to time, with or without notice, at NEXTV International' sole discretion.
17. Final confirmation of Services availability cannot occur until the NEXTV International digital set top box(es) and associated components (remote control, cabling, and wiring) have been installed at your premises.
18. NEXTV International does not guarantee that the Services will operate with all equipment or software including, without limitation, all television sets, Internet access or home networking equipment, remote controls, home theatre components or other audio/visual equipment.
19. You acknowledge that some of the Services programming may be blacked out from time to time in your local reception area due to restrictions imposed by programming suppliers or other reasons. In some instances, alternative Services programming may be provided in place of blacked out programming.
20. You acknowledge that NEXTV International may establish general practices and limits concerning use of the Services. Such general practices and limits shall be posted on the Services Web Site or otherwise made available to you. You agree to comply with all such general practices and limits. You acknowledge that such general practices and limits may differ for different portions of the Services and may be set at different levels for different users based upon factors that may be determined in NEXTV International' sole discretion. NEXTV International reserves the right to change these general practices and limits at any time, in its sole discretion, with or without notice. You further agree that violating such practices or exceeding such limits may result in suspension, restriction or termination of your account or the imposition of additional charges.
21. You authorize NEXTV International, its employees, agents, contractors and representatives, to enter your premises and access your equipment, wiring and facilities for the purpose of installing, maintaining, inspecting, repairing or removing the Services and the NEXTV International Set Top Box. Access to your premises will be at a time that is mutually convenient for you and NEXTV International.
22. You must provide a suitable location for the installation of the NEXTV International digital set top box within 2 metres of your television set and other audio/visual components (as specified by NEXTV International). The location must provide reasonable ventilation and protection from damage to, theft or loss of, the NEXTV International digital set top box.
23. Additional charges shall apply when it is necessary for NEXTV International to install special equipment or wiring, to incur an unusual expense to establish the Services at your premises, or to move, change, rearrange or reinstall the Services or the NEXTV International Set Top Box at your premises.
24. You agree that NEXTV International is not responsible for any damage to or loss of your property arising from the installation, operation, maintenance or removal of Services or the NEXTV International Set Top Box, or from other services provided at your premises.
25. In no event will NEXTV International be responsible or liable for any claims, damages, losses or expenses including, without limitation, lost wages or missed work, in the event that an installation or maintenance appointment for the Services is missed, either by NEXTV International or by any third party installer.
26. NEXTV International shall not be responsible for any changes made by you to the Services wiring, NEXTV International Set Top Box or other aspects of the Services. If any such changes result in a service or repair call, additional charges for such call shall apply.
27. You acknowledge and agree that, except as otherwise explicitly stated in this Agreement, NEXTV International is not responsible for the installation, operation, maintenance or support of any equipment or software owned or used by you, including without limitation any equipment or software used in connection with the Services.
28. If you rent the NEXTV International Set Top Box from NEXTV International, the NEXTV International Set Top Box is at all times owned by NEXTV International and you hereby agree not to sell, transfer, lease, assign any interest in, or encumber all or any part of the NEXTV International Set Top Box. You further agree not to tamper with or modify the NEXTV International Set Top Box in any way.
29. The NEXTV International Services help desk will provide telephone assistance on a reasonable efforts basis, via the telephone number and during the hours specified on the Services Web Site. Assistance is limited to your problems using the Services and may exclude problems related to certain equipment and software, as specified by NEXTV International, in its discretion. You acknowledge that charges may apply to certain support services, as specified by NEXTV International. NEXTV International cannot guarantee the resolution of any particular problem or Services interruption.
30. You acknowledge and agree that from time to time NEXTV International may send you updates and notices regarding the Services to you via e-mail you provided.
31. During the term of this Agreement, NEXTV International will provide, at its option, remote diagnostic support or on-site support (including, at NEXTV International ' option, repair or replacement of equipment that is defective in material or workmanship) for NEXTV International-owned NEXTV International Set Top Boxes.
32. During the term of this Agreement, NEXTV International will provide, at its option, remote diagnostic support or on-site support for NEXTV International Set Top Boxes owned by you. However, additional charges may apply to on-site support of such NEXTV International Set Top Boxes.
33.You acknowledge that some of the programming content, information and material that is available through the Services may be offensive or objectionable to you and you agree that NEXTV International is not responsible or liable for any harm or damage suffered by you or any third party as a result of offensive or objectionable content. NEXTV International recommends that minors using the Services be supervised by an adult.
34. You agree that you will not at any time attempt to:
a. circumvent any Services programming blackouts or portions thereof or access any Services programming or portions thereof without registering for the Services and paying the applicable fees and charges to NEXTV International;
b. tamper with or modify the NEXTV International Set Top Box or any other Services equipment to avoid payment of fees or charges or for any other purpose;
c. use the Services from a location other than your Billing Address;
d. resell, distribute, redistribute, publicly display or perform, publish, broadcast, or re-broadcast any portion of, use of or access to, the Services;
e. share your phone number and PIN for the Services or any portion of, use of or access to, the Services with anyone except members of your private residence who you have authorized to use the Services;
f. exploit or use any portion of the Services for any commercial purpose or in any commercial setting;
g. use the Services to create or compile a collection, database or directory of content;
h. circumvent, reverse engineer, decrypt, alter, modify or interfere with any aspect of the Services;
i. scan or probe another computer system;
j. obstruct or bypass computer or network identification procedures;
k. engage in unauthorized computer or network trespass;
l. export equipment, software or data outside of Canada or the United States in contravention of applicable export control legislation;
m. post, upload, reproduce, distribute or otherwise transmit information or materials where such activity gives rise to civil liability, or otherwise violate the rights or assist others to violate the rights of NEXTV International or any third party; such violations include but are not limited to engaging in copyright infringement, trade-mark infringement, patent infringement, misappropriation of trade secrets and defamation;
n. post, upload, reproduce, distribute, or otherwise transmit information or materials where such activity constitutes a criminal offence, or otherwise engage in or assist others to engage in any criminal offence; such offences include, but are not limited to, unauthorized use of a computer, defamatory libel, obscenity, child pornography, harassment, stalking, uttering threats, mischief in relation to data and fraud;
o. engage in or assist others to engage in any activity that otherwise violates established or accepted network etiquette, violates applicable charters, FAQ's, policies, rules or guidelines of NEXTV International or other parties, disrupts or threatens the integrity, operation or security of the Services or any TV or Internet system, elicits complaints from other Services, TV or Internet users or third parties, is contrary to any law or regulation or, in the sole judgement of NEXTV International, is otherwise objectionable;
p. otherwise violate NEXTV International' Acceptable Use Policy
q. use or register NEXTV International' trade-marks, trade names, trade dress, or logos, including without limitation any such trade-marks, trade names, trade dress, or logos displayed on any Services channels or web site(s) operated by NEXTV International, without NEXTV International' express prior written permission; or
r. allow, assist or encourage any other person or entity to engage in any of the foregoing activities.
35. If at any time you become aware of any violation, by any person or entity, of the acceptable use rules set out in Section 34 above, which involves your account, you agree to immediately notify NEXTV International, by means specified on the Services Web Site, and provide NEXTV International with assistance, as requested, to stop and/or remedy such violation.
36. Without limiting any of NEXTV International' rights to suspend, restrict or terminate your Services account as described elsewhere in this Agreement, NEXTV International may suspend, restrict or terminate your Services account without notice if, in NEXTV International' sole and absolute discretion, you have violated any of the acceptable use rules set out in Section 34 above. You acknowledge and agree that NEXTV International shall not be responsible or liable to you or any third party for any suspension, restriction or termination of your account.
37. NEXTV International grants you a limited, non-exclusive, non-transferable, revocable right to receive the Services content, subject to your compliance with the terms and conditions of this Agreement including, without limitation, the acceptable use rules set out in Section 34.
38. You acknowledge that content including, but not limited to, images, music, sound, photographs, graphics, text, software, or other material accessed through the Services is protected by applicable copyrights, trade-marks, patents, trade secrets and/or other proprietary rights and laws. You further acknowledge that, except where expressly stated otherwise in this Agreement, all Services content, programs, services, processes, designs, technologies, materials and all other things comprising the Services are owned by NEXTV International, its licensors or its suppliers and are protected by applicable copyrights, trade-marks, patents, trade secrets and/or other proprietary rights and laws.
39. You acknowledge that NEXTV International may monitor your use of the Services and may collect, retain and use such usage data for service and market research purposes.
40. In the event that NEXTV International receives a complaint relating to your use of the Services, NEXTV International may, in its sole and absolute discretion and without notice or liability, investigate the complaint and restrict, suspend or terminate your account(s).
41. You agree that NEXTV International may, without notice or liability, disclose to third parties any customer information or any content, information or materials associated with a Services account, if NEXTV International believes in good faith that such activity is reasonably necessary to provide the Services to customers, ensure adherence to or enforce the terms of this Agreement, comply with any laws or regulations, respond to any allegation of illegal conduct or claimed violation of third party rights, or protect itself or others.
42. You agree that, to maintain or improve the Services or for other business reasons, NEXTV International may change the Services fees and charges, features, minimum equipment and software requirements, programming content and any other aspect of the Services at any time, without notice or liability, at NEXTV International' sole and absolute discretion. If you do not agree to such changes, your sole remedy will be to terminate your Services account.
43. Notwithstanding the foregoing, NEXTV International will use reasonable efforts to notify you via e-mail to your primary e-mail address, of any material increases in the recurring, regular Services rates for your account.
44. YOU ACKNOWLEDGE AND AGREE THAT:
a. ALL USE OF THE SERVICES IS AT YOUR OWN RISK;
b. THE SERVICES ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS;
c. NEXTV International DOES NOT GUARANTEE ERROR-FREE OR UNINTERRUPTED OPERATION OF THE SERVICES;
d. NEITHER NEXTV International NOR ITS SUPPLIERS ARE RESPONSIBLE OR LIABLE FOR LOSS, DELETION OR ALTERATION OF ANY TRANSMISSIONS OR PROGRAMMING CONTENT;
e. NEXTV International IS NOT RESPONSIBLE OR LIABLE FOR ANY ACT OR OMISSION OF ANY THIRD PARTY INCLUDING, BUT NOT LIMITED TO, ANY THREATENING, DEFAMATORY, OBSCENE, OFFENSIVE OR ILLEGAL CONDUCT OR ANY INFRINGEMENT OF ANOTHER'S RIGHTS INCLUDING, WITHOUT LIMITATION, INTELLECTUAL PROPERTY RIGHTS; AND
. NEXTV International IS NOT RESPONSIBLE OR LIABLE FOR LOSS OR DAMAGE TO YOUR EQUIPMENT OR SOFTWARE ARISING DIRECTLY OR INDIRECTLY OUT OF USE OR MISUSE OF THE SERVICES OR THE NEXTV International SET TOP BOX, OR INSTALLATION, MAINTENANCE, OR OPERATION OF THE SERVICES OR THE NEXTV International SET TOP BOX.
45. NEXTV International MAKES NO CONDITIONS, WARRANTIES OR REPRESENTATIONS ABOUT THE SUITABILITY, RELIABILITY, SEQUENCE, USABILITY, SECURITY, QUALITY, CAPACITY, PERFORMANCE, AVAILABILITY, TIMELINESS OR ACCURACY OF THE SERVICES, ANY OTHER PRODUCTS OR SERVICES SUPPLIED UNDER THIS AGREEMENT OR THE NETWORKS OF NEXTV International OR THIRD PARTIES. NEXTV International EXPRESSLY DISCLAIMS ALL CONDITIONS, WARRANTIES AND REPRESENTATIONS, EXPRESS, IMPLIED OR STATUTORY INCLUDING, BUT NOT LIMITED TO, IMPLIED CONDITIONS OR WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, DURABILITY, TITLE AND NON-INFRINGEMENT, WHETHER ARISING BY USAGE OF TRADE, COURSE OF DEALING, COURSE OF PERFORMANCE OR OTHERWISE.
46. THE SERVICES WEB SITE MAY CONTAIN LINKS TO OTHER WEB SITES. THESE LINKS ARE PROVIDED SOLELY AS A CONVENIENCE TO YOU AND THE INCLUSION OF ANY SUCH LINK DOES NOT IMPLY ENDORSEMENT, INVESTIGATION OR VERIFICATION BY NEXTV International OF SUCH WEB SITES OR THE INFORMATION CONTAINED THEREIN. NEXTV International IS NOT RESPONSIBLE FOR THE CONTENTS OF ANY SUCH WEB SITES AND MAKES NO REPRESENTATIONS, CONDITIONS OR WARRANTIES REGARDING ANY OTHER WEB SITES. IF YOU DECIDE TO ACCESS OTHER WEB SITES, YOU DO SO AT YOUR OWN RISK.
47. IN THE EVENT OF ANY MATERIAL BREACH OF THIS AGREEMENT BY NEXTV International, YOUR EXCLUSIVE REMEDY SHALL BE TO RECEIVE PAYMENT FROM NEXTV International FOR YOUR ACTUAL AND DIRECT DAMAGES RESULTNG FROM SUCH BREACH, TO A MAXIMUM AMOUNT EQUAL TO THE LESSER OF ONE HUNDRED DOLLARS ($100) OR THE TOTAL FEES PAID HEREUNDER BY YOU TO NEXTV International DURING THE THREE (3) MONTHS IMMEDIATELY PRECEDING THE RELEVANT BREACH.
48. EXCEPT AS SET OUT IN SECTION 47 ABOVE, IN NO EVENT SHALL NEXTV International, ITS PARENTS, SUBSIDIARIES, AFFILIATES AND THEIR RESPECTIVE OFFICERS, DIRECTORS, AGENTS, EMPLOYEES, SUPPLIERS, RESELLERS AND DISTRIBUTORS (COLLECTIVELY, THE " NEXTV International ENTITIES" AND EACH, A " NEXTV International ENTITY") BE LIABLE FOR ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, OR ANY OTHER DAMAGES OR LOSSES WHATSOEVER INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF PROFITS, GOODWILL, OPPORTUNITY, EARNINGS, USE OR DATA, ARISING DIRECTLY OR INDIRECTLY FROM OR RELATED TO THIS AGREEMENT OR THE SERVICES, REGARDLESS OF THE CAUSE OF ACTION AND EVEN IF ONE OR MORE OF THE NEXTV International ENTITIES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR LOSSES INCLUDING, BUT NOT LIMITED TO, DAMAGES OR LOSSES ARISING FROM OR IN ANY WAY RELATED TO THE FOLLOWING:
a. THE CONTENT OF THE SERVICES OR ANY MATERIAL, INFORMATION OR DATA VIEWED, ACCESSED OR TRANSMITTED OVER OR THROUGH THE SERVICES;
b. DELAYS, ERRORS, INTERRUPTIONS, MISTAKES, OMISSIONS, NON-DELIVERY, INCORRECT DELIVERY, VIRUSES OR DEFECTS IN THE TRANSMISSION OF ANY CONTENT, INFORMATION OR MATERIAL OVER OR THROUGH NEXTV International' SYSTEMS OR NETWORKS OR THE SYSTEMS OR NETWORKS OF THIRD PARTIES; OR
c. INSTALLATION, MAINTENANCE, OR REMOVAL OF THE SERVICES OR THE NEXTV International SET TOP BOX BY NEXTV International OR THIRD PARTIES.
49. SOME JURISDICTIONS DO NOT ALLOW THE DISCLAIMER OF CERTAIN WARRANTIES OR CONDITIONS OR THE LIMITATION OF CERTAIN TYPES OF LIABILITY SO SOME OF THE DISCLAIMERS AND LIMITATIONS IN THIS AGREEMENT MAY NOT APPLY TO YOU.
50. You agree to indemnify and hold harmless each of the NEXTV International Entities from all demands, claims, awards, actions, proceedings, damages, losses, costs, charges and expenses, including legal fees, incurred by or made against the applicable NEXTV International Entity, which result from or relate to any of your acts or omissions including, without limitation, breach or non-performance of this Agreement.
51. The Services are available on a month to month basis or under a 1 year, fixed term Agreement. Upon the expiry of a fixed term Agreement, this Agreement will automatically be renewed on a month to month basis (at then-current rates), unless you notify NEXTV International at least 30 days prior to the expiry of the fixed term, by the means specified on the Services Web Site, of your intention to terminate your Agreement or enter into a new fixed term Agreement (at then-current rates).
52. NEXTV International may, in its sole discretion, suspend, restrict or terminate your Services account, effective at any time, without notice to you, for any reason including, without limitation, because:
a. any amount is past due from you to NEXTV International;
b. NEXTV International has received a third party complaint which relates to the use or misuse of the Services from your account; or
c. you have been or are in breach of any term or condition of this Agreement.
53. You may terminate your Services account at any time by notifying NEXTV International via the means set out on the Services Web Site. HOWEVER, IF YOU ARE UNDER A FIXED TERM AGREEMENT AND YOU TERMINATE YOUR SERVICES ACCOUNT PRIOR TO THE END OF THE TERM, OR IF NEXTV International TERMINATES YOUR ACCOUNT FOR ANY OF THE REASONS LISTED IN SUBSECTIONS 52 (a)-(c) ABOVE, YOU WILL BE REQUIRED TO IMMEDIATELY PAY NEXTV International A TERMINATION CHARGE, IN THE AMOUNT SPECIFIED ON THE SERVICES WEB SITE. YOU ACKNOWLEDGE THAT THIS TERMINATION CHARGE IS A PRE-ESTIMATE OF DAMAGES SUFFERED BY NEXTV International AS A RESULT OF SUCH EARLY TERMINATION AND IS NOT A PENALTY. NEXTV International will process your termination request effective the date your request is received.
54. Unless NEXTV International has terminated your Services account for any of the reasons listed in Subsections 52 (a)-(c) above, NEXTV International will refund you a pro-rata portion of your pre-paid monthly Services fee for the month of termination, based on the effective date of such termination. Unused Services programming credits (where applicable) are non-refundable.
55. Termination of your Services account by you or NEXTV International automatically terminates this Agreement.
56. In the event that your Services account is suspended, restricted or terminated additional reconnection charges may apply.
57. Any termination of your account shall not relieve you from any amounts owing or other liability accruing under this Agreement prior to the time that such termination becomes effective.
58. You agree to return all NEXTV International-owned NEXTV International digital set top box(es) and remote controls to a NEXTV International-approved depot within 14 days of termination of your Services account, unless otherwise directed by NEXTV International. If you do not return such equipment in accordance with the foregoing, if such equipment is returned damaged, or if you have assigned, encumbered, sold, transferred or leased such equipment, you agree to pay NEXTV International a $350.00 equipment replacement charge, plus applicable taxes. The location of NEXTV International-approved depots can be obtained by contacting NEXTV International by phone at the phone number specified on the Services Web Site. NEXTV International shall not be responsible for removing from your premises any wiring or wall plates related to the Services, upon termination of your Services account.
59. This Agreement, including any and all documents, web sites, rules, terms and policies referenced herein, constitutes the entire agreement between NEXTV International and you with respect to the matters referred to in this Agreement and supersedes all prior and contemporaneous agreements and understandings, whether electronic, oral or written, between NEXTV International and you with respect to such matters.
60. The failure of NEXTV International to insist upon or enforce strict performance of any provision of this Agreement shall not be construed as a waiver of any provision or right. Neither the course of conduct between you and NEXTV International nor trade practice shall act to modify any provision of this Agreement.
61. In the event that any portion of this Agreement is held to be invalid or unenforceable, the invalid or unenforceable portion shall be construed in accordance with applicable law as nearly as possible to reflect the original intention of you and NEXTV International, and the remainder of this Agreement shall remain in full force and effect.
62. This Agreement shall be governed by and construed in accordance with the federal laws of Canada and the laws of the province of your Billing Address. You hereby irrevocably consent to the exclusive jurisdiction of the courts of such province in connection with any matter arising under this Agreement and you agree that the venue for resolution of all such matters shall be in such province. Use of the Services in any jurisdiction that does not give effect to all provisions of this Agreement including, without limitation, this Section, is prohibited.
63. All references to NEXTV International web site addresses in this Agreement shall also include any successor or replacement web sites containing substantially similar information as the referenced web site(s).
64. NEXTV International may at any time assign its rights and obligations under this Agreement, in whole or in part, without notice to you. You may not assign this Agreement.
65. This Agreement will enure to the benefit of and bind you and NEXTV International and our respective personal and legal representatives, successors and permitted assigns.
66. All monetary amounts expressed in this Agreement are in Canadian dollars, unless otherwise expressly stated.
67. The rights, powers and remedies of NEXTV International in this Agreement including, without limitation, the right to suspend, restrict or terminate any Services account, are cumulative and in addition to and not in substitution for any right, power or remedy that may be available to NEXTV International at law or in equity.
68. The following provisions shall survive termination of this Agreement: Sections 5, 7, 9-12, 21, 24, 25, 27, 28, 33, 38-41, 44-50, 53-70, and any other provisions that by their meaning are intended to survive termination of this Agreement.
69. You agree that no joint venture, partnership, employment or agency relationship exists between NEXTV International and you as a result of this Agreement or use of the Services.
70. The section headings in this Agreement are for convenience only and have no legal or contractual effect.