1.1 This Agreement is entered into between you (“You” or “Your”) and:
(a) where You are based in the United Kingdom: BCS Global Networks Limited;
(b) where You are based in Canada: BCS Global Networks Inc.;
(c) where You are based in the US or rest of world: Video Guidance.com, Incorporated,
each acting on its own behalf and on behalf of any of its affiliates or subsidiaries, collectively doing business as Pinnaca (“Pinnaca”) (each a “Party” and together, the “Parties”).
1.2 This Agreement governs the provision of IP broadband virtual network videoconferencing and related services (the “Services”) by Pinnaca to You. This Agreement sets out the terms and conditions governing Your use of the Site, Services and Documentation, including any software contained within or used in connection with the Services.
1.3 This Agreement takes effect on the date on which You accept this Agreement (the “Effective Date”).
1.4 By using the Site, including ordering, reselling, or using any of the Services:
(a) You acknowledge and accept this Agreement; and
(b) You represent that You are the authorised representative of your company and have the authority to legally bind Your company to this Agreement under applicable laws in the jurisdictions in which the Services are offered.
If any of the above is untrue, You may not use the Site, Services and Documentation.
1.5 Where You are a reseller of the Services, any reference to “Users” in this Agreement shall be read to also include Your customers.
“Agreement” means this agreement.
“Documentation” means the documentation made available to You by Pinnaca online (via the Site and/or any welcome emails that Pinnaca sends to You in connection with the Services) which sets out a description of the Services and the instructions for using the Services.
“Effective Date” is as defined in Clause 1.3.
“Order” means an order You place for the Services via the Registration Form.
“Pinnaca” is as defined in Clause 1.1.
“Registration Form” means the registration form provided to You by Pinnaca in relation to the Services.
“Services” is as defined in Clause 1.2.
“Site” means Pinnaca.com, including any electronic storefront hosted on Pinnaca.com that advertises products or services and for which consumer transactions are generated online.
“Users” means end users of the Services, subject to Clause 1.5.
“You” or “Your” is as defined in Clause 1.1.
3. Use of Services
3.1 In the ordering process and the Registration Form, Pinnaca will specify:
(a) the term of authorised use of the Services;
(b) the fees and other charges for the Services and any special payment terms;
(c) the scope of use of the Services; and
(d) the numbers, types and identifiers of permitted Users, applications, servers, devices, capacity and locations at or through which You are permitted to use the Services;
(and these details, taken together, constitute your “Authorised Use” of the Services).
3.2 You may not use or otherwise access the Services in a manner that exceeds Your Authorised Use.
3.3 If You exceed Your Authorised Use, You will promptly notify Pinnaca and immediately:
(a) disable or correct impermissible use; or
(b) purchase additional Services to correspond to actual use.
3.4 You agree that Pinnaca may review Your use of the Services, and You will provide any reasonable assistance to Pinnaca to verify Your compliance with this Agreement.
3.5 Without prejudice to any rights or remedies Pinnaca may have, Pinnaca may suspend or terminate Your use of the Services immediately upon written notice, if Pinnaca has reasonable grounds to suspect that you have not complied with the terms of this Agreement.
4. Fees and payment
4.1 You agree to pay the fees and charges for the Services as outlined in the Registration Form, as may be amended from time to time.
4.2 You acknowledge that fees and charges for Services You purchase may, as a result of foreign currency exchange fluctuation, be adjusted during the term of Your subscription to the Services, at Pinnaca's sole discretion. Therefore, the amount You pay for the Services may vary from time to time during the term of your subscription to the Services, even though You may purchase Services in advance for a fixed term. Pinnaca will notify You of any such changes by updating the Site and/or notifying You.
4.3 Fees and charges for Services are non-refundable.
4.4 Charges may include, but are not limited to:
(a) subscription fees for the relevant Services;
(b) fees for additional features; and
(c) any applicable taxes.
4.5 You must pay in advance for use of the Services. You authorise Pinnaca to charge any amounts payable by You, in connection with Your use of the Services, automatically using the payment method You selected during Your Order or such payment information that You provide thereafter, regardless of the status of Your account with Pinnaca and subject only to the terms and conditions of the agreement between You and Your payment processing provider.
4.6 Your right to order the Services is subject to any limits established by Your payment card or other payment processing issuer. For any and all payment card chargebacks, Pinnaca may charge You an administration fee equivalent to the greater of 5% of the chargeback or $25 USD.
4.7 Pinnaca may, in its sole discretion, charge amounts payable by You in USD or in Your local currency.
4.8 If You fail to make timely payment, Pinnaca may, without prejudice to any other rights and remedies available to Pinnaca hereunder or at law, suspend or terminate the affected Services.
4.9 All fees and charges are net of applicable taxes. All applicable taxes for the Services will be included in the Services billing. You are responsible for the payment of all taxes applied. If You are based in the US and have a tax exemption, You shall declare this tax exemption and provide Pinnaca with a tax exemption certificate prior to the commencement of the next annual billing cycle of Services. Where Services are installed mid-term, billing shall be pro-rated for the number of days following the date of installation that are remaining in the annual term. Thereafter, the Services shall be billed monthly in advance.
5. Use rights, proprietary rights, restrictions and obligations
5.1 Use rights. Pinnaca hereby grants to You, conditional upon payment of applicable fees and charges, a non-exclusive, non-assignable, non-sublicensable, worldwide right during the term of the subscription to access and use the Services.
5.2 You hereby grant Pinnaca a non-exclusive, non-transferable, royalty-free, worldwide right to use the electronic data specifically pertaining to You and/or Users that is processed using the Service(s) strictly for the limited purpose of providing the Service(s) to You or a User.
5.3 Proprietary rights. You acknowledge and agree that the Site, Services and Documentation contain proprietary and confidential information of Pinnaca that is protected by applicable intellectual property rights and other laws. As between Pinnaca and You, all rights, title, and interest in and to all intellectual property rights in the Site, Services and Documentation are owned exclusively by Pinnaca. Except as expressly provided herein, Pinnaca does not grant You (and Pinnaca expressly reserves for itself and any of its licensors) any rights, express or implied, or ownership in the Site, Services and Documentation. You grant Pinnaca a royalty-free, worldwide, non-exclusive, transferable, sub-licensable, irrevocable, perpetual right to make, use, sell, offer for sale, import, or otherwise incorporate into Pinnaca services and documentation, any suggestions, enhancements, recommendations or other feedback provided by You relating to the Site, Services and Documentation.
5.4 Restrictions. You shall not (and shall not permit others to):
(a) license, sub-license, sell, re-sell, rent, lease, loan, transfer, distribute, time share or grant a security interest in the Services or Documentation or any portion of the Site, or make any of them available for access by third parties, including without limitation, in the manner of a service bureau or hosted application;
(b) create derivative works based on or otherwise modify the Services or Documentation;
(c) disassemble, reverse engineer or decompile the Services;
(d) access the Services or Documentation in order to develop a competing product or service;
(e) use the Services to provide a service for others;
(f) use Pinnaca’s electronic storefront to operate more or different type of applications than permitted by Pinnaca;
(g) use or send viruses or other harmful computer code;
(h) interfere with the integrity of the Services in any manner;
(i) remove or modify a copyright or other proprietary rights notice on or in the Services or Documentation;
(j) use the Services to reproduce, distribute, display, transmit or use material protected by copyright or other intellectual property right (including the rights of publicity or privacy) without first obtaining the permission of the owner;
(k) use a computer or computer network to cause physical injury to the property of another;
(l) breach any law or regulation, or other government authority, including any applicable laws or regulations outside the territory where You are located based on use and access by You or Users;
(m) disable, hack or otherwise interfere with any security, digital signing, digital rights management, verification or authentication mechanisms implemented in or by the Services;
(n) include, send, store or run software viruses, worms, Trojan horses or other harmful computer code, files, scripts, agents or programs from the Services;
(o) disrupt the integrity of the Services;
(p) temporarily or permanently remove, copy, add, modify, halt or disable any computer data, computer programs or computer software from a computer or computer network without authorisation;
(q) cause a computer to malfunction, regardless of how long the malfunction persists;
(r) alter, disable, or erase any computer data, computer programs or computer software without authorisation or use them to obtain unauthorised access to the Services or Site; or
(s) access the Site or Services by any means other than through the interface provided by Pinnaca to access the Site or Services.
5.5 Obligations. You shall:
(a) provide Pinnaca with:
(i) all necessary co-operation in relation to this Agreement; and
(ii) all necessary access to such information as may be required by Pinnaca in order to provide the Services;
(b) without affecting Your other obligations under this Agreement, comply with all applicable laws and regulations with respect to Your activities under this Agreement;
(c) carry out all Your other responsibilities set out in this Agreement in a timely and efficient manner;
(d) obtain and maintain all necessary licences, consents, and permissions necessary for Pinnaca, its contractors and agents to perform their obligations under this Agreement, including without limitation the Services;
(e) ensure that Your network and systems comply with the relevant specifications provided by Pinnaca from time to time; and
(f) be solely responsible for:
(i) Your implementation of the Services;
(ii) protecting the names and passwords of the Users of the Services and Site and preventing and notifying Pinnaca of any unauthorised use of the Services or Site;
(iii) appointing key designated support contacts for the purposes of contacting Pinnaca with regard to support questions and/or technical issues and ensuring that such contact information is up-to-date at all times;
(iv) using the Services and Site encryption feature, if and when made available to You, for any of Your data containing sensitive information;
(v) using the Services and Site within the Authorised Use;
(vi) using the Service and Site only in accordance with applicable documentation;
(vii) the lawfulness of each User's acts and omissions;
(viii) ensuring that Users use the Services and the Documentation in accordance with the terms and conditions of this Agreement and shall be responsible for any User's breach of this Agreement; and
(ix) procuring and maintaining Your network connections and telecommunications links from Your systems to Pinnaca’s data centres, and all problems, conditions, delays, delivery failures and all other loss or damage arising from or relating to Your network connections or telecommunications links or caused by the internet.
6. Service levels
6.1 Pinnaca does not guarantee the maximum Services performance levels (throughput speeds) or availability.
6.2 Pinnaca does not guarantee any performance level or success rate of any IP communications that utilises the internet. The internet is a public and un-secure domain and Pinnaca does not accept any responsibility for suitability to Your business needs, capacity, scalability, throughput, levels of performance, or data security. You assume all responsibility and liability for any data, content or communication traveling on the internet.
7. Term and termination
7.1 This Agreement shall, unless otherwise terminated as provided in this Clause 7, commence on the Effective Date and shall continue for the initial subscription term (as specified during Your Order) (the “Initial Subscription Term”) and, thereafter, this Agreement shall be automatically renewed for successive periods of 12 months (each a “Renewal Period”), unless:
(a) either Party notifies the other Party of termination, in writing, at least 30 days before the end of the Initial Subscription Term or any Renewal Period, in which case this Agreement shall terminate upon the expiry of the applicable Initial Subscription Term or Renewal Period; or
(b) otherwise terminated in accordance with the provisions of this Agreement.
7.2 You may terminate this Agreement if:
(a) Pinnaca becomes bankrupt or insolvent; or
(b) there has been a breach of any material provision of the Agreement by Pinnaca and Pinnaca has not cured such breach within thirty (30) days following written notice of such breach by You.
7.3 On termination of this Agreement for any reason:
(a) You shall stop using, and Pinnaca will stop providing, the terminated Services. Pinnaca will not refund any prepaid fees for such Services and You will be responsible for all due fees and charges until the end of the Initial Subscription Term and/or Renewal Period; and
(b) You will immediately pay all fees and charges owed to Pinnaca for the Services. For the avoidance of doubt, no termination or suspension of Your use of the Services shall relieve You of liability for any amounts owing or other liability accruing hereunder prior to the time that such termination becomes effective.
7.4 Any provision required by its construction or required for the enforcement of rights and obligations, shall survive termination, including, but not limited to Clauses 7, 9, 10 and 11.
7.5 Pinnaca may suspend, restrict, discontinue and/or terminate Your use of the Services if:
(a) an amount owing by You to Pinnaca is more than sixty (60) days past due;
(b) You become bankrupt or insolvent (in which case, Pinnaca does not need to provide You with any notice of Pinnaca’s actions under this Clause 7.5); or
(c) there has been or is any breach of any material provision of the Agreement by You that You have not cured within thirty (30) days following prior written notice by Pinnaca of such breach including but without limitation using the Services for an illegal or immoral purpose.
8.1 Any notices required under this Agreement shall be in writing and shall be delivered to the addresses set out below:
(a) For Pinnaca:
(i) If delivered by email: email@example.com
(ii) If delivered by regular mail or courier:
Keypoint, 17-23 High Street
Attention: Office Manager
with a copy (such copy not to constitute a notice under this Agreement) sent to:
5525 Eglinton Ave. W., Unit 128
Attention: Contracts Management
(b) For You: To the address notified to Pinnaca by You for such purposes.
8.2 A notice sent by email shall be deemed to have been received at the time of transmission. A notice sent by regular mail shall be deemed to have been received at the time at which it would have been delivered in the normal course of post. A notice delivered by courier shall be deemed to have been received when delivered.
9.1 In this Agreement, “Confidential Information” means the confidential technical and business information of each Party including, without limitation, information relating to inventions of software, research and development, future product specifications, engineering processes, network architecture, costs, contractual documentation, inbound and outbound call recordings, commercial and financial information such as profit or margin information, and marketing and business plans. Confidential Information does not include information which is or becomes publicly known otherwise than by reason of a breach of the Agreement or has been independently developed outside the scope of the Agreement.
9.2 Each Party will keep confidential for three years after disclosure the other Party’s Confidential Information (except any software which will be kept confidential for an indefinite period), using at least the same precautions as the owner of the Confidential Information uses to safeguard its own valuable information.
9.3 Each Party will use the other's Confidential Information solely to fulfil its obligations under the Agreement. In the case of Pinnaca, this includes the ability to monitor and record Your transmissions in order to detect fraud, illegal activity, check quality, and to operate, maintain and repair the Services. You understand that the content of a voice or video conference passes through Pinnaca’s multi-conference servers, but that none of the content is recorded, unless requested by You or as may be required by law. Any request by You to record conference content is subject to additional fees that shall be set out and agreed upon in an addendum to this Agreement and Pinnaca reserves the right to decline this request.
9.4 Neither Party will disclose the other Party's Confidential Information except to:
(a) employees, agents, contractors and affiliates on a need-to-know basis, provided that such agents, contractors and affiliates are not direct competitors of the disclosing party and agree in writing to use and disclosure restrictions as restrictive as those contained in this Clause 9; or
(b) to the extent required by law or requested by any governmental or regulatory authority, with prior advance written notice to the extent permitted by applicable law or regulation.
9.5 Upon termination of this Agreement Pinnaca will, upon request by You and subject to applicable law, provide You with a file containing the Confidential Information relevant to this Agreement which has been provided by You. Pinnaca shall have no obligation to maintain, or to provide to You, any such Confidential Information beyond sixty (60) days from termination of this Agreement for any reason. Thereafter, unless legally prohibited, Pinnaca shall be entitled to delete all of Your, including Your customers’, Confidential Information in its possession or under its control.
10. Limitation of liability
10.1 Nothing in this Agreement excludes Pinnaca’s liability for:
(a) death or personal injury caused by Pinnaca’s negligence; or
(b) fraud or fraudulent misrepresentation.
10.2 Except as expressly and specifically provided in this Agreement, all warranties, representations, conditions and all other terms of any kind whatsoever implied by statute or common law are, to the fullest extent permitted by applicable law, excluded from this Agreement, including but not limited to:
(a) the availability and performance of the Services;
(b) network transmission capacity, scalability needs, or transmission speed;
(c) whether data will be transmitted in an uncorrupted and error-free form;
(d) the security of any transmission or network; or
(e) the fault tolerance of the Services.
10.3 Subject to Clauses 10.1 and 10.2, Pinnaca and its affiliates (and their employees), employees, directors, officers, agents, representatives, subcontractors, interconnection service providers (together, the “Pinnaca Group”) shall not be liable to You for:
(a) any loss of profits, loss of business or commercial advantage, loss of savings or revenues of any kind, increased cost of operations, depletion of goodwill and/or similar losses or loss or corruption of data or information, or pure economic loss, or for any special, indirect or consequential loss, costs, damages, charges or expenses however arising under this Agreement, whether in tort (including for negligence or breach of statutory duty), contract, misrepresentation, restitution or otherwise; or
(b) any loss arising out of or in relation to:
(i) facilities, video conferencing equipment, software, applications, services, or content provided by You, Users or third parties who are not suppliers of Pinnaca;
(ii) service interruptions, errors, delays or defects in transmission caused by You, Users or any third parties;
(iii) unauthorised access to or theft, alteration, loss or destruction of Your, Users' or third parties' applications, content, data, programs, information, network or systems by any means (including viruses);
(iv) any act or omission of You, Users or any third parties (including in relation to any information or instructions provided to Pinnaca by You in connection with the Services); or
(v) any actions taken by Pinnaca at Your direction.
10.4 Subject to Clauses 10.1 and 10.2, Pinnaca’s total aggregate liability in contract (including in respect of the indemnity at Clause 11.2), tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise, arising in connection with the performance or contemplated performance of this Agreement shall be limited to the total fees paid by You during the 12 months immediately preceding the month in which the claim arose.
11.1 You shall defend, indemnify and hold harmless the Pinnaca Group against claims, actions, proceedings, losses, damages, expenses and costs (including without limitation court costs and reasonable legal fees) arising out of or in connection with:
(a) Your or Users’ unlawful or improper use of the Services;
(b) Your breach of this Agreement;
(c) property damage, personal injury or death claims caused by Your negligence or wilful misconduct, or arising from Your or Users’ use of the Services; and/or
(d) Your or Users’ content transmitted through the Services.
11.2 Pinnaca shall defend, indemnify and hold harmless You and Your affiliates (and their employees), employees, directors, officers, agents and representatives against losses You suffer as a result of the Services, or any software or documentation provided to You, infringing on a third party’s intellectual property rights.
11.3 In the defence or settlement of any claim, Pinnaca may procure the right for You to continue using the Services, replace or modify the Services so that they become non-infringing or, if such remedies are not reasonably available, terminate this Agreement on 2 business days' notice to You without any additional liability or obligation to pay liquidated damages or other additional costs to You.
11.4 In no event shall the Pinnaca Group be liable to You to the extent that the alleged infringement is based on:
(a) a modification of the Services or Documentation by anyone other than Pinnaca; or
(b) Your or Users’ use of the Services or Documentation in a manner contrary to the instructions given to You by Pinnaca; or
(c) Your or Users’ use of the Services or Documentation after notice of the alleged or actual infringement from Pinnaca or any appropriate authority.
11.5 The foregoing (and Clause 10.4) state Your sole and exclusive rights and remedies, and the Pinnaca Group’s entire obligations and liability, for infringement of any patent, copyright, trade mark, database right or right of confidentiality.
12. Data protection
12.1 This Clause 12 will only apply if the GDPR (as defined below) applies.
12.2 For the purposes of this Clause 12, (a) "Data Protection Laws" means any applicable laws and regulations relating to the use or processing of personal data including: (i) EU Regulation 2016/679 ("GDPR"); (ii) any laws or regulations ratifying, implementing, adopting, supplementing or replacing the GDPR (including, in the UK, the Data Protection Act 2018 ("DPA") and the applied GDPR as defined in the DPA; and (iii) any laws and regulations implementing or made pursuant to EU Directive 2002/58/EC (as amended by 2009/136/EC) (including, in the UK, the Privacy and Electronic Communications (EC Directive) Regulations 2003); in each case, as updated, amended or replaced from time to time; and (b) the terms "Data Subject", "Personal Data", "processing", "processor" and "controller" shall have the meanings set out in the GDPR.
12.3 Each party shall comply with the provisions and obligations imposed on it by the Data Protection Laws when processing Personal Data in connection with this Agreement. Such processing shall be in respect of the following:
Categories of Data Subjects Users of the Services
Types of Personal Data First and last name, email address, company name and website, mailing address, phone number
Purpose and nature of processing Provision of the Services (i.e. IP broadband virtual network videoconferencing and related services)
Duration Duration of this Agreement
12.4 To the extent that a party processes any Personal Data on behalf of the other party, the processing party shall: (a) comply with the provisions and obligations imposed on a processor by the GDPR, including the stipulations set out in Article 28(3)(a)-(h) which form a part of, and are incorporated into, this Agreement as if they were set out in full, and the reference to "documented instructions" in Article 28(3)(a) shall include the provisions of this Agreement; and (b) not disclose any Personal Data to any Data Subject or to a third party other than at the written request of the other party or as expressly provided for in this Agreement.
12.5 In relation to Your Users, You are responsible for obtaining all necessary consents required by Data Protection Laws.
12.6 If either party receives any complaint, notice or communication which relates to the processing of Personal Data by the other party or to either party's compliance with the Data Protection Laws, or if either party suffers a personal data breach (as defined in the GDPR), it shall immediately notify the other party and provide the other party with reasonable co-operation and assistance in relation to any such complaint, notice, communication or personal data breach.
13.1 Force majeure. Neither Party shall be liable under this Agreement if it is prevented from or delayed in performing its obligations under this Agreement, or from carrying on its business, by acts, events, omissions or accidents beyond its reasonable control, including, without limitation:
(a) fire, explosion, power disruption, earthquake, flood, the elements, strike, embargo, labour disputes, acts of civil or military authority, acts of God;
(b) acts, omissions, or failures of carriers, communications services providers or suppliers;
(c) acts of regulatory or governmental authorities; or
(d) other causes beyond such Party’s reasonable control, whether or not similar to the foregoing causes;
except that Your obligation to pay Pinnaca under this Agreement shall not in any event constitute an event of force majeure.
13.2 Entire agreement.
(a) This Agreement constitutes the entire agreement between the Parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter including the Registration Form.
(b) Each Party acknowledges that in entering into this Agreement it does not rely on, and shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in this Agreement.
(c) Each Party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in this Agreement.
13.3 Variation. Pinnaca may modify the Agreement from time to time on written notice to You. Your continued use of the Services for more than thirty (30) days following receipt of such notice shall be deemed to be Your acceptance of the modification. If You do not agree to any modification of the Agreement, You must immediately stop using and cancel your subscription to the Services within thirty (30) days of receipt of notice of such modification. You remain liable for any fees and charges accrued up to the date of cancellation. If a modification to the Agreement is required by You, an addendum to the Agreement signed by authorised representatives of each Party must clearly state the modifications.
13.4 Waiver. No failure or delay by a Party to exercise any right or remedy provided under this Agreement or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.
13.5 Calls. Pinnaca reserves the right to record inbound calls to/from its Customer Service Centre or its Helpdesk personnel only for service quality management and training purposes in accordance with Pinnaca’s relevant corporate policy, which shall be available to You upon request.
13.6 Retention. Pinnaca may, upon termination of this Agreement, retain documents as is necessary to comply with its own document retention policies or as required by applicable law or a governmental or regulatory agency or body, in which case all such retained documents shall continue to be subject to the terms of this Agreement. If media or storage is to be destroyed or re-used, Pinnaca and/or its representatives will securely remove Confidential Information from hard drives, backup media, removable media (including laptop computers and other portable devices), databases and websites using industry standard data destruction mechanisms prior to hardware disposal or re-usage. Pinnaca will make all reasonable efforts to provide a certificate of destruction where possible and if required by You.
13.7 Severance. If any provision or part-provision of this Agreement is or becomes invalid, illegal or unenforceable, it shall be deemed deleted, but that shall not affect the validity and enforceability of the rest of this Agreement.
13.8 Interpretation. Whenever a word importing the singular number only is used in this Agreement, such word shall include the plural and words importing either gender, shall include the person of other genders where applicable.
13.9 Conflict. In the event of a conflict between this Agreement and any additional terms and conditions as may be set out on the Registration Form, the following shall be the declining order of precedence: (i) the additional terms and conditions set out in the Registration Form; (ii) the Terms and Conditions of this Agreement.
13.10 English language. This Agreement and all related documents (including any notices) shall be in English only.
13.11 Assignment. You shall not, without the prior written consent of Pinnaca, assign, transfer, charge, sub-contract or deal in any other manner with all or any of Your rights or obligations under this Agreement. Pinnaca may at any time assign, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under this Agreement.
13.12 No partnership or agency. Nothing in this Agreement is intended to or shall operate to create a partnership between the Parties, or authorise either Party to act as agent for the other, and neither Party shall have the authority to act in the name or on behalf of or otherwise to bind the other in any way (including, but not limited to, the making of any representation or warranty, the assumption of any obligation or liability and the exercise of any right or power).
13.13 Third party rights. This Agreement does not confer any rights on any person or party (other than the Parties to this Agreement and, where applicable, their successors and permitted assigns) pursuant to the Contracts (Rights of Third Parties) Act 1999.
13.14 Rights and remedies. Except as expressly provided in this Agreement, the rights and remedies provided under this Agreement are in addition to, and not exclusive of, any rights or remedies provided by law.
13.15 Governing law and jurisdiction.
(a) Where the Pinnaca contracting entity is BCS Global Networks Limited, this Agreement shall be governed by and construed in accordance with the laws of England and Wales. The parties irrevocably agree that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim (including any non-contractual disputes or claims) that arise out of or in connection with this Agreement or its subject matter.
(b) Where the Pinnaca contracting entity is BCS Global Networks Inc., this Agreement shall be governed by and construed in accordance with the laws of the Province of Ontario, Canada. The parties irrevocably agree that the courts of the city of Toronto, Ontario, or the courts having proper jurisdiction in the Province of Ontario, as the case may be, in Canada shall have exclusive jurisdiction to settle any dispute or claim (including any non-contractual disputes or claims) that arise out of or in connection with this Agreement or its subject matter.
(c) Where the Pinnaca contracting entity is Video Guidance.com, Incorporated, this Agreement shall be governed by and construed in accordance with the laws of the State of Minnesota, United States. The parties irrevocably agree that the courts of the city of Minneapolis, or the courts having proper jurisdiction in the State of Minnesota, as the case may be, in the United States shall have exclusive jurisdiction to settle any dispute or claim (including any non-contractual disputes or claims) that arise out of or in connection with this Agreement or its subject matter.