1. Applicability.
(a) These terms and conditions for services (these “Terms”) govern the provision of services by HOWELL STUDIOS INC., a corporation incorporated under the laws of Ontario (“Howell Studios” or “us”) to you (“You”).
Any email correspondence Howell Studios provides you approving your booking request and any subsequent changes to such request (the “Booking Confirmation”), the Release of Liability and Waiver of Claims you will be signing as requested by Howell Studios (the “Waiver”), the Studio Policy found here, our Privacy Policy found here (the “Privacy Policy”), the Website terms and Conditions found here (the “Website Terms”) and any rules, regulations and instructions provided by Howell Studios to you from time to time and these Terms (collectively, this “Agreement”) comprise the entire agreement between the parties, and supersede all prior or contemporaneous understandings, agreements, negotiations, representations and warranties, and communications, both written and oral. In the event of any conflict between these Terms and any of the other documents forming this Agreement, these Terms shall govern, unless the other document expressly states that such document shall govern.
(b) These Terms prevail over any of your general terms and conditions regardless of when you submitted your request for a booking. Howell Studios’s provision of services to you does not constitute acceptance of any of your terms and conditions and does not serve to modify or amend these Terms.
2. Questions/Concerns. If you have any questions or concerns about anything contained in this Agreement or wish to correct any errors, please reach out to us to discuss before submitting your booking request. Howell Studios wants to ensure you understand these Terms and that you are comfortable with agreeing to them. You may reach us by email at hello@howell-studios.com or by phone at 416-529-8712.
3. Licenses
(a) Howell Studios agrees to provide you with a limited and revocable license:
(i) to use the premises located at Unit 301, 1377 The Queensway, Toronto, Ontario which includes a kitchen (the “Rental Space”) for the sole purpose of a photo/video shoot or event as further detailed in your booking request (the “Purpose”); and
(ii) to use all other areas on a first-come, first-served basis in and about 1377 The Queensway, Toronto, Ontario (the “Building”) which are used in common with others including, without limitation, the lobbies, elevators, stairways, rest rooms, delivery areas, and parking areas (collectively, the “Common Areas”), to the extent such areas are accessible or available from time to time
(collectively, the “Services”).
(b) Howell Studios may further authorize you to use the roof of the Building (the “Roof”) for the Purpose provided you comply with Howell Studios and Landlord’s further requirements such as additional insurance. In such event, the term “Rental Space” herein shall include the Roof unless otherwise specified herein.
4. Your Acknowledgements. You hereby acknowledge the following:
(a) you are 18 years of age or older;
(b) Howell Studios leases the Rental Space excluding the Roof from a landlord;
(c) this Agreement does not create any tenancy interest, leasehold interest or other real property interest in your favour with respect to the Rental Space and Howell Studios retains overall control of the Rental Space, which control is subject to the control of the landlord of the Rental Space, the landlord’s property manager and the landlord’s representatives (collectively, the “Landlord”);
(d) The Landlord retains all interest and control over the Roof;
(e) Howell Studios shall have no obligation to you under this Agreement and you shall have no rights under this Agreement until (i) the Booking Fees and as applicable, the Security Deposit and the Pre-Authorization Charge are processed in full as set out in section Error! Reference source not found., (ii) Howell Studios has provided you with the Booking Confirmation and (iii) the Waiver is signed by you.
(f) photographs, video and audio recordings, and other depictions in any and all formats and media (the "Recordings") is strictly permitted only within the Rental Space. No Recordings are permitted anywhere else in the Building including without limitation in front of other tenant units in the Building.
(g) The Landlord may slow down, reduce, interrupt, delay or shut down any of the services to the Building in order to make repairs, maintain or alter any equipment or parts of the Building. Howell Studios shall not be liable for any damages, costs, expenses, demands, losses, suits or claims direct or indirect or consequential, resulting from or contributed to by any slow-down, reduction, interruption, delay, cessation in or availability or supply of any utilities, elevators or heating, ventilating, air conditioning and humidity control or other Building systems;
(h) subject to, and upon all of the terms, covenants, and conditions contained in this Agreement, you are permitted to use the Rental Space only for the Purpose and for no other purpose, unless Howell Studios gives you prior written authorization for additional permitted uses;
(i) you shall not use the Rental Space in any manner that may result in increased insurance premiums for Howell Studios with respect to the Rental Space or render such insurance void;
(j) you are responsible for ensuring that you and the independent contractors, contracted vendors, and service providers retained by you to provide services for the Purpose (collectively, “Service Providers”) have the necessary permits, licenses, permissions, waivers, releases and consents including those relating to personality, publicity, privacy, and any intellectual property rights, to perform the respective services in the Rental Space and to make the Recordings;
(k) you are responsible for ensuring that the total number of individuals (including, without limitation, your invitees, employees, guests, Service Providers or others that you permit in the Rental Space) (collectively, the “Guests”) occupying the Rental Space will not exceed those set out in Howell Studios’ Studio Policy;
(l) you are responsible for any property you or your Guests bring into the Rental Space or Building;
(m) you are responsible for your actions, conduct and omissions within the Rental Space and in or about the Building and those of your Guests;
(n) you are responsible for distributing the link to the Privacy Policy to each Guest prior to the Booked Time.
(o) You are responsible for any loss, claim or liability that Howell Studios incurs as a result of, including without limitation:
(i) you or your Guest violating this Agreement such as expenses or damages charged by the Landlord to Howell Studios;
(ii) your failure to vacate the Rental Space as further detailed in section 6(j) below;
(iii) you leaving property in the Rental Space beyond the Booked Time without Howell Studios’ consent as further detailed in section 6(j) below;
(iv) damage to the Rental Space as further detailed in section 9 below; or
(v) failure to remove waste or clean the Rental Space as further detailed in section 10 below.
(collectively, the “Damages”).
(p) you consent to us communicating with you via telephone, facsimile, mail, courier and email despite the risks of such correspondence being intercepted, used by an unintended third party, or not being delivered to the intended party and thereby acknowledge that in no event will Howell Studios be liable for any losses or damages to you arising from such risks;
(q) Howell Studios may provide complimentary third party services such as internet access (the “Third-Party Services”) to you at the Rental Space. Howell Studios makes no representations or warranties with respect to the fitness of the Third-Party Services for your Use or the security thereof;
(r) the presence of Howell Studios representatives or employees during the Booked Time is not guaranteed;
(s) the Rental Space and certain areas of the Building are under video surveillance by CCTVs; and
(t) any such CCTV footage capturing you and your Guests within or around the Building is intended for the purpose of protecting public safety, detecting or determining and assisting in the investigation of criminal activity.
5. Scheduling. Subject to any re-scheduling or extension mutually agreed to by Howell Studios and you, the Services shall be provided on the date specified in the Booking Confirmation, as amended (the “Booked Date”) during the time specified in the Booking Confirmation, as amended, which includes set up and teardown and clean-up time (together with the Booked Date, the “Booked Time”). You and your Guests shall not have access to the Rental Space at any time other than during the Booked Time, unless you received prior written authorization from Howell Studios. You must be personally present during the Booked Time.
6. Deposit, Fees and Damages.
(a) Your booking request indicates how much you are to pay Howell Studios for your requested services (the “Initial Booking Fee”). By entering into this Agreement, you are deemed to accept such fee.
(b) If after making your booking request, you change your booking request such as by requesting additional Booked Time or Guests or services, Howell Studios will let you know what the additional fees, if any, will be for such change (collectively, the “Additional Booking Fee”). If the Purpose is non-commercial, you will then have the opportunity to accept such additional fees. If you do not accept such fees within the time specified by Howell Studios when it notifies you of the Additional Booking Fee, Howard Studios may, at its discretion cancel your booking and notify you accordingly. In such event, you will have no further rights under this Agreement other than a refund of the Initial Booking Fee and the Security Deposit, if any.
(c) In addition to the Additional Booking Fee, Howell Studios shall also be entitled to charge you, as applicable, additional fees as set out in the Studio Policy except for those in relation to damaged décor, property or lost income (the “Additional Fees”).
(d) The Initial Booking Fee and Additional Booking Fee are collectively known herein as the “Booking Fees”. The Booking Fees and Additional Fees are collectively known herein as the “Fees”.
(e) All Fees are non-refundable unless otherwise specifically set out herein or in the Studio Policy.
(f) Upon making your booking request to Howell Studios, you will be asked to provide your credit card information to Howell Studios. You hereby authorize Howell Studios to charge your credit card on file (the “Credit Card”) for the Additional Booking Fee the security deposit as set out in the Studio Policy (the “Security Deposit”) and the Additional Fees prior to the start of the Booked Time. Instead of charging the Credit Card for the Security Deposit, Howell Studios may choose to instead put a pre-authorization charge in the amount of the Security Deposit on the Credit Card (the “Pre-Authorization Charge”). You understand you are permitted to cancel/discontinue the foregoing credit card authorizations at any time but acknowledge that by doing so, your rights under this Agreement will be affected. If Howell Studios is unable to process the Booking Fees and as applicable, the Security Deposit and Pre-Authorization in full at least twenty-four (24) hours prior to the start of the Booked Time such as due to you cancelling your credit card authorization or due to your credit card not being chargeable for the full amount, your booking will be automatically cancelled and you will have no rights under this Agreement. You may be entitled to a refund under extenuating circumstances. In such event, contact us immediately to discuss.
(g) The Security Deposit will be held without interest. Howell Studios shall have the right to apply any portion of the Security Deposit or convert any portion of the Pre-Authorization Charge into a full actual charge against the Additional Fees. In addition, in the event you breach this Agreement, Howell Studios shall have the right to retain the Security Deposit and convert the Pre-Authorization Charge into a full charge on account of its liquidated damages and not as a penalty. Such retention and charging shall be without prejudice to Howell Studios’s right to seek further and other remedies as it may be entitled to in law. This right will not be construed to limit Howell Studios’ other rights under this Agreement or limit the amount recoverable by Howell Studios for damages in respect of breaches by you of this Agreement.
(h) Subject to the foregoing, the balance remaining of the Security Deposit, if any, will be returned to you within a reasonable time after the end of the Booked Time if the Rental Space and the Common Areas are left in the same or similar condition as delivered to you.
(i) For greater certainty, Howell Studios will invoice you for any amount of the Fees it is unable or not authorized to charge to the Credit Card. Payment of any of our invoices is due within thirty (30) days after your receipt of such invoice. Late payments shall incur interest of twenty (20)% per annum. Howell Studios also reserves the right to report any of your late payments to credit bureaus. Your ability to continue receiving services from Howell Studios is conditional on you not having a balance owing to us that is late by thirty (30) days. If you have any unpaid balance over thirty (30) days late, Howell Studios reserves the right to suspend the Services without liability to you and upon written notice to you.
(j) If you continue to use the Rental Space after the end of the Booked Time without the prior authorization of Howell Studios, in addition to any Additional Fees, you are responsible for any loss, claim or liability that Howell Studios incurs as a result of your failure to vacate on time including without limitation compensation to any of Howell Studios’s clients whose booking for the Rental Space is delayed due to your failure to vacate on time. If you leave property in the Rental Space or Common Areas past the Booked Time without the prior authorization of Howell Studios and do not retrieve it promptly after notice by Howell Studios, Howell Studios may dispose of it at your sole expense and you will be liable for any loss, claim or liability that Howell Studios incurs as result of the foregoing including without limitation compensation to Howell Studios’ client who has a booking for the Rental Space after you.
7. Taxes. You are responsible for all harmonized sales tax (HST), provincial sales tax (PST), goods and services tax (GST), value added tax, use and excise taxes, and any other similar taxes, duties, and charges of any kind imposed by any federal, provincial, territorial, or local governmental entity on any amounts payable by you hereunder.
8. Potential Refunds.
(a) After you submit your booking request, Howell Studios can decide whether it approves your request, at its sole discretion. Howell Studios may decline your request due to without limitation finding the Purpose being of a nature that Howell Studios finds subjectively inappropriate. If Howell Studios does not approve your booking request, Howell Studios will issue you a refund.
(b) If Howell Studios fails to provide the Rental Space for the Booked Time and in a reasonably usable condition, you may be entitled to a refund. In such event, contact us immediately to discuss.
9. Condition of the Rental Space. The Rental Space is provided on an as-is, where-is basis. You are responsible for teardown and cleaning the Rental Space within the Booked Time, leaving it in the same condition and working order as prior to the start of the Booked Time (unless otherwise directed by Howell Studios). You must remove all equipment and materials you brought into the Rental Space, trash, composting, and recyclables from the Rental Space. Please ensure all hazardous materials and sharp items are cleaned up. Failure to remove waste or clean the Rental Space will result in additional fees being chargeable to you as set out in the Studio Policy. You are responsible for locking the Rental Space when you vacate.
10. Treatment of the Rental Space. Rearranging and moving furniture, moveable walls, artwork, lamps, seating, and other furnishings shall be performed solely by you at your own risk. You shall not, and shall not permit your Guests to cover or tamper with any portion of the emergency exits, emergency exit signs or fire protection systems in the Rental Space including without limitation fire alarm, sprinkler system, standpipe, kitchen suppression, fire extinguishers, emergency lighting, engineer smoke exhaust, generator and all in unit fire protection devices. No nails, screws, staples, or penetrating items shall be used on walls, wood, or other fine surfaces. All tape and gummed backing materials shall be properly removed by you. If after you have vacated the Rental Space, Howell Studios notices any damage to walls, wood, or other fine surfaces, Howell Studios can choose to repair at its option and will be entitled to demand from you for the costs thereof plus an administrative fee as specified in the Studio Policy not as a penalty. In addition, if Howell Studios is unable to use the Rental Space due to any of the foregoing damages, Howell Studios will be entitled to claim damages from you including without limitation loss of income.
11. Conduct and Noise. Smoking in the Rental Space, the Building, or outside/in or within nine (9) metres of the Building, loitering, disparaging remarks, physical violence, or illegal activities is not permitted and will not be tolerated. You acknowledge that the Rental Space is located in a building with other tenants and therefore agree to control the noise level such that it shall not create a disturbance. If Howell Studios or the Landlord determines that the noise level is excessive, upon request by Howell Studios or the Landlord, you shall immediately reduce the volume. Conduct deemed disorderly including without limitation the shooting of porn and/or noise levels deemed excessive, at the sole discretion of Howell Studios or the Landlord, shall be grounds for immediate expulsion from the Rental Space and the conclusion of the Services. In such event, you shall not be entitled to any refund.
12. Insurance. If the Purpose is commercial or an event, you and each of your Services Providers shall maintain and keep in force at all times during which you or your Guests are authorized to be in the Rental Space, commercial general liability insurance (or if the Purpose is an event, event liability insurance) that provides bodily injury and property damage insurance coverage for all bodily injury, property damage, personal injury, errors and omissions and other claims, losses, or damages arising out of or in connection with, in whole or in part, the occupancy or use of the Rental Space, the Common Areas, the Building, the Roof, sidewalks, and other appurtenances to the Building, by you or any of your Guests or in connection with the Recordings in the Rental Space or Building made by you or any employee, agent, or representative of you. Company must provide Owner with a certificate of such insurance, no later than ten (10) calendar days prior to the first Booked Date. The insurance required hereunder shall have a single limit liability for bodily injury, personal injury, and property damage of not less than $5 Million, or such lower amount authorized by Howell Studios and general aggregate liability of not less than $2 Million, or such lower amount authorized by Howell Studios and Howell Studios shall be named as an additional insured on the policy. If alcohol is served, the policy shall also include host liquor liability coverage.
13. Compliance with Laws and this Agreement. You shall, and shall cause your Guests to, comply with all applicable laws. You shall, and shall cause your Service Providers to obtain any and all required permits and licenses necessary to use or perform their services in the Rental Space. You shall not, and shall not permit your Guests to, use the Rental Space in any manner that would violate (a) local, provincial, territorial, or federal laws or regulations related to the Purpose or (b) any policies and rules provided to you by us, for example, the Studio Policy, Landlord’s rules and regulations or instructions, security procedures, emergency procedures and rules related to use, storage, and disposal of hazardous substances and waste and other environmental matters. Conduct deemed in violation of the foregoing, at the sole discretion of Howell Studios or the Landlord, shall be grounds for immediate expulsion from the Rental Space and the conclusion of the Services. In such event, you shall not be entitled to any refund.
14. You shall comply and shall cause each Guest to comply with this Agreement.
15. Your Acts or Omissions. If Howell Studios 's performance of its obligations under this Agreement is prevented or delayed by any act or omission of you or your agents, subcontractors, consultants or employees or Guests, Howell Studios shall not be deemed in breach of its obligations under this Agreement or otherwise liable for any costs, charges or losses sustained or incurred by you or your Guests, in each case, to the extent arising directly or indirectly from such prevention or delay.
16. Indemnification.
(a) You hereby agree to indemnify, defend, and hold harmless Howell Studios, its officers, directors, employees, and agents, from any and all damages, liabilities, actions, suits, claims, costs (including reasonable legal fees), penalties, or expenses arising out of or in connection with, in whole or in part, directly or indirectly:
(i) the occupancy or use of the Rental Space, the Common Areas, the Building, sidewalks, and other appurtenances to the Building, by You or any of your Guests including without limitation the Purpose;
(ii) any acts, errors, or omissions on the part of you, your officers, directors, employees, agents or Guests in or about the Rental Space, the Common Areas or Building;
(iii) any illness, injury or death of persons or of any loss or damage to property in or about the Rental Space, the Common Areas or Building caused by you or your Guests;
(iv) the Recordings including without limitation the infringement of any third-part intellectual property rights in the making, production, distribution, exhibition, promotion or other exploitation thereof; or
(v) Howell Studios enforcing its rights to recover late payments and related interest from you including without limitation legal fees, legal costs, court costs and collection agency fees.
17. Howell Studios’s Legal Fees. To the extent permitted by applicable law, in the event Howell Studios shall, without fault on its part, be made a party to any legal proceedings commenced by or against you or any of your Guests in relation to any matter covered hereunder such as the Rental Space, then you shall protect and hold Howell Studios harmless and shall pay all costs, expenses and solicitors' and counsel fees on a substantial indemnity basis incurred or paid by Howell Studios in connection with such proceedings.
18. Disclaimer of Warranties. SUBJECT TO DEEMED WARRANTIES UNDER APPLICABLE CONSUMER PROTECTION LEGISLATION, HOWELL STUDIOS MAKES NO WARRANTY WHATSOEVER WITH RESPECT TO THE SERVICES, RENTAL SPACE, COMMON AREAS OR BUILDING, INCLUDING ANY (A) WARRANTY OR CONDITION OF MERCHANTABILITY; OR (B) WARRANTY OR CONDITION OF FITNESS FOR A PARTICULAR PURPOSE; OR (C) WARRANTY OF TITLE; OR (D) WARRANTY AGAINST INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS OF A THIRD PARTY; WHETHER EXPRESS OR IMPLIED BY LAW, COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE, OF TRADE OR OTHERWISE.
19. Limitation of Liability.
(a) TO THE EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL HOWELL STUDIOS BE LIABLE TO YOU FOR ANY INJURY OR DAMAGE TO YOU OR YOUR PROPERTY OR THOSE OF YOUR GUESTS INCLUDING, WITHOUT LIMITATION, RESULTING FROM THE ACTS OR OMISSIONS OF HOWELL STUDIOS’S EMPLOYEES OR AGENTS OR LANDLORD’S EMPLOYEES OR AGENTS OR OTHER PERSONS OCCUPYING ANY PART OF THE BUILDING OR ANY UNAUTHORIZED ACCESS TO OR LEAKAGE OF CCTV FOOTAGE OR FOR ANY FORCE MAJEURE EVENT (AS DEFINED BELOW).
(b) TO THE EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL HOWELL STUDIOS BE LIABLE TO YOU FOR ANY LOSS OF USE, REVENUE, OR PROFIT OR LOSS OF DATA OR DIMINUTION IN VALUE, OR FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, AGGRAVATED, OR PUNITIVE DAMAGES WHETHER ARISING OUT OF BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, REGARDLESS OF WHETHER SUCH DAMAGE WAS FORESEEABLE AND WHETHER OR NOT SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND NOTWITHSTANDING THE FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE.
(c) TO THE EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL HOWELL STUDIOS' S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER ARISING OUT OF OR RELATED TO BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, EXCEED THE AGGREGATE AMOUNTS PAID OR PAYABLE TO HOWELL STUDIOS BY YOU.
The limitation of liability set forth in Section 19 above shall not apply to (i) liability resulting from Howell Studios's gross negligence or willful misconduct and (ii) death or bodily injury resulting from Howell Studios's negligent acts or omissions.
20. Access and Right of Entry. Howell Studios and the Landlord shall have the right to enter the Rental Space at any time, without the consent of you, for any reasonable purpose, including without limitation for purposes of expulsion as noted above and any emergency that may threaten damage to the Rental Space, or injury to any person in or near the Rental Space.
21. Cancellations. If you would like to cancel this Agreement prior to the Booked Time, contact us immediately to discuss. Cancellation may result in the forfeiture of the Booking Fees.
22. Force Majeure.
(a) Howell Studios shall not be responsible to you or your Guests or be deemed to have defaulted under or breached this Agreement, for any failure or delay in fulfilling or performing any term of this Agreement when and to the extent such failure or delay is caused by or results from acts beyond Howell Studios’s reasonable control, including, without limitation the following events (each a “Force Majeure Event”): (i) acts of God; (ii) flood, fire, earthquake, tsunami, epidemics, pandemics including without limitation the 2019 novel coronavirus pandemic (COVID-19), or explosion; (iii) war, invasion, hostilities (whether war is declared or not), terrorist threats or acts, riot, or other civil unrest; (iv) government order or law; (v) actions, embargoes, or blockades in effect on or after the date of this Agreement; (vi) action by any governmental authority, (vii) national or regional emergency; (viii) strikes, labour stoppages or slowdowns, or other industrial disturbances; (viii) telecommunication breakdowns, power outages or shortages, lack of warehouse or storage space, inadequate transportation services, or inability or delay in obtaining supplies of adequate or suitable materials and (ix) other events beyond the reasonable control of Howell Studios.
(b) In the event Howell Studios is unable to make the Rental Space available to you at the Booked Time for the Purpose due to a Force Majeure Event, Howell Studios shall notify you in writing as soon as reasonably possible of the occurrence of the Force Majeure Event and of the unavailability of the Rental Space for the Booked Time.
(c) You shall have the option of rescheduling your time to use the Rental Space for the Purpose (the “Alternate Booked Time”), at no extra charge to you. If you choose an Alternate Booked Time that Howell Studios approves in writing, then the Alternate Booked Time shall replace the Booked Time for the purposes of this Agreement, and all rights and obligations under this Agreement shall remain binding on the parties hereto.
(d) If Howell Studios and you cannot agree on an Alternate Booked Time within two (2) weeks of the original Booked Date, Howell Studios may choose to issue you store credit. In no event shall Howell Studios be liable for any additional costs, expenses, or damages suffered by you arising out of the rescheduling or cancellation of your booking pursuant to this Agreement.
23. Revocation of Licenses. Howell Studios shall have the right to revoke the licenses granted hereunder at any time provided Howell Studios provides written notice of such revocation to you. Howell Studios's right of revocation shall be limited to the following events: (a) non-payment of Fees by the applicable due dates; (b) breach of this Agreement by you such as you failing to provide any certificate of insurance required hereunder; or (c) Howell Studios losing its right, power or authority to provide the Services such as due to Howell Studios losing its right to occupy and use the Rental Space for any reason. In the event of revocation of the Services Howell Studios shall be entitled to retain all amounts you have paid to Howell Studios (including but not limited to the Security Deposit) as liquidated damages and not as a penalty provided that if revocation is due to section 23(c), Howell Studios shall not be so entitled if you or your Guest did not contribute to such reason for revocation.
24. Termination. In addition to any remedies that may be provided under this Agreement, Howell Studios may terminate the Services with immediate effect upon written notice to you if:
(a) you fail to pay any amount when due under this Agreement and such failure continues for thirty (30) days after your receipt of written notice of non-payment;
(b) you have not otherwise performed or complied with any of the terms of this Agreement, in whole or in part;
(c) you have become insolvent, filed a petition for bankruptcy or commence or has commenced against you, proceedings relating to bankruptcy, receivership, reorganization, or assignment for the benefit of creditors; or
(d) Howell Studios loses its right, power or authority to provide the Services.
25. Notices. Any notice, consent, direction or other communication given regarding the matters contemplated by this Agreement shall be in writing and may be given by personal delivery or except during any period when postal service is interrupted, by prepaid registered mail, courier delivery or by electronic mail, telecopy or by other means of instantaneous transmission that produces a permanent copy addressed as follows:
To Howell Studios: as set out on this Website
To you: as set out in your booking request
Any such notice or other communication shall be deemed to have been given and received on the day on which it was delivered or transmitted (or, if such day is not a Business Day, on the next following Business Day) or, if mailed, on the third Business Day following the date of mailing; provided, however, that if at the time of mailing or within three Business Days thereafter there is or occurs a labour dispute or other event that might reasonably be expected to disrupt the delivery of documents by mail, any notice or other communication hereunder shall be delivered or transmitted by means of recorded electronic communication as described. Any Party may at any time change its address for service from time to time by giving notice to the other Party in accordance with this Section. “Business Day” means any day other than a Saturday, Sunday, or statutory holiday in the Province of Ontario, or any other day on which the principal chartered banks located in the City of Toronto are not open for business during normal banking hours.
26. Assignment. This Agreement may not be assigned or otherwise transferred, nor shall any obligations be delegated or otherwise transferred, by you without the prior written consent of Howell Studios.
27. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the Province of Ontario and the federal laws of Canada applicable therein. You hereby submit to the exclusive jurisdiction of the courts of the Province of Ontario.
28. Severability. If any part, term or provision herein, or the application hereof to any person, entity or circumstances shall to any extent be invalid or unenforceable, in any pertinent jurisdiction, such term or provision shall be modified to the minimum extent necessary to be valid and enforceable, and the remainder hereof shall not be affected. If such modification is not possible, the invalidity or unenforceability shall not affect the validity or enforceability of the remainder of such covenant or provision, and such invalid or unenforceable covenant or provision or portion thereof, as the case may be, shall be severable from the remainder of this Agreement.
29. Survival. Notwithstanding anything in this Agreement to the contrary, all obligations of the parties which either expressly or impliedly by their nature survive the termination of this Agreement including without limitation the Privacy Policy and the Website Terms shall survive until they are satisfied or by their nature expire.
30. Headings. The headings for each section herein are for convenience only and shall not affect the meaning of the provisions of this Agreement.
31. Entire Agreement. This Agreement constitutes the entire agreement between Howell Studios and You, and supersedes any prior understanding or representation of any kind preceding the date of this Agreement. There are no other promises, conditions, understandings, or other agreements, whether oral or written, relating to the subject matter of this Agreement.