(i) Definitions.
1. "Losses and Liabilities" means all claims, demands, causes of action, liabilities, damages, judgments, fines, penalties, awards, losses, costs, expenses (including reasonable legal fees on a solicitor client basis and reasonable costs of litigation) of any kind or character arising out of, or related to, the performance of or subject matter of this agreement, including those brought by 3rd parties
2. “Gross Negligence or Willful Misconduct" means any act, omission, or failure to act (whether sole, joint or concurrent) by a person that was intended to cause, or was in reckless disregard of, or wanton indifference to, the harmful consequences to the safety or property of another person to environment which the person acting or failing to act knew, or should have known would result from such act, omission, or failure to act. However, Gross Negligence or Wilful Misconduct does not include any act, omission, or failure to act insofar as it (i) constituted mere ordinary negligence; or (ii) was done or omitted in accordance with the express instructions or approval of the other party, insofar as the act, omission or failure to act otherwise constituting Gross Negligence or Wilful Misconduct was inherent in those instructions or that approval.
3. “Representatives” means any person acting on behalf of the Client, as well as those occupying, residing in, or that are invitees to the home or building that the services are performed.
c. Consequential Damages. Birds and Critters is not liable to the Client for any punitive, remote, special or consequential damages, and for clarity, Client releases Birds And Critters from all Losses and Liability for loss of profit, revenue, business, reputation or financing, lost opportunity, and loss of use of the services.
d. Extent of Indemnities. Except to the extent stated therein, the limits of liability, releases and indemnities in Section 9(b) and 9(c) shall apply: (i) without regard to the cause or causes thereof, including the negligence (whether sole, contributory, concurrent, ordinary, active, passive or otherwise) or the fault or act or omission of either party or any other person, natural or otherwise, (ii) without regard to any breach of duty (whether contractual, statutory or otherwise), breach of representation (except any fraudulent misrepresentation) or breach of warranty, and (iii) without regard to whether any damages, losses, injuries, liabilities, claims or demands arise from tort, contract, quasi-contract or otherwise.
10. General
a. Assignment. Client shall not assign any rights or delegate any obligation under this Agreement without Birds And Critters’ prior written consent, which Birds And Critters shall not unreasonably withhold.
b. Governing Law. This Agreement shall be governed by the laws of the Province of Alberta, without reference to its conflict of laws doctrine. All actions or proceedings arising out of this Agreement shall be brought in the judicial district of Calgary, AB; provided however, that this shall not restrict a party's right to appeal.
c. Entire Agreement. This Agreement, along with any service agreements entered into by the parties from time to time, constitutes the entire agreement between the parties and supersedes and replaces any and all other agreements between the parties with respect to the services.
d. Severability. If any part of this Agreement cannot be legally enforced, then the parties agree that the provision will be deemed modified as necessary to make it enforceable while remaining as consistent as possible with the parties’ intent as expressed in the Agreement.
e. Non-Exclusivity. This Agreement is not exclusive, and either party may enter into similar agreements with anyone else, unless otherwise stated in this Agreement.