SPS Software License Agreement

Software License Agreement 

This Software License Agreement (the “Agreement”), is a binding agreement between: OPAL RT Technologies Inc., a corporation having its principal place of business at 1751 Richardson  Street, suite 1060, Montreal, Province of Québec, Canada, H3K 1G6 (the “Licensor”), and the  person or entity identified as the licensee/purchaser of a Licensor product(s) on the “Seller’s  Quotation” issued by Licensor, any of its Affiliate or any Distributor of their products, regarding the  acquisition of the license granted to said person under this Agreement, which is incorporated to  this Agreement by reference (respectively, the “Seller’s Quotation” and the “Licensee“),  (hereinafter collectively, the “Parties” or indistinctly a “Party”). 

LICENSOR PROVIDES LICENSEE WITH ACCESS TO SOFTWARE AND DOCUMENTATION, AS DEFINED HEREIN, SOLELY ON THE TERMS AND CONDITIONS SET FORTH IN THIS  AGREEMENT AND ON THE CONDITION THAT LICENSEE ACCEPTS AND COMPLIES WITH  THEM. 

BY EITHER: 

(I) SENDING LICENSOR, OR ANY OF ITS AFFILIATES OR DISTRIBUTORS (AS DEFINED IN SECTION 1 OF THIS AGREEMENT) A CONFIRMATION OF YOUR INTENTION TO ACQUIRE A LICENSE TO THE SOFTWARE OR PURCHASE ANY PRODUCT EMBEDING THE SOFTWARE, IN RESPONSE TO THE SELLER’S QUOTATION; OR 

(II) CLICKING THE “ACCEPT” BUTTON (or CHECKING THE “ACCEPT” BOX) IN THE INSTALLATION MODULE OF THE SOFTWARE; 

YOU (A) ACCEPT THIS AGREEMENT AND AGREE THAT LICENSEE IS LEGALLY BOUND  BY ITS TERMS; AND (B) REPRESENT AND WARRANT THAT: (I) YOU ARE OF LEGAL AGE  TO ENTER INTO A BINDING AGREEMENT; AND (II) IF LICENSEE IS A CORPORATION,  GOVERNMENTAL ORGANIZATION, ANOTHER PERSON OR ANY OTHER LEGAL ENTITY,  YOU HAVE THE RIGHT, POWER, AND AUTHORITY TO ENTER INTO THIS AGREEMENT ON  BEHALF OF LICENSEE AND BIND LICENSEE TO ITS TERMS. 

IF YOU DO NOT AGREE TO THE TERMS OF THIS AGREEMENT, LICENSOR WILL NOT AND  DOES NOT GRANT TO LICENSEE A LICENCE TO THE SOFTWARE, AS DEFINED IN THIS  AGREEMENT, AND YOU MUST NOT DOWNLOAD OR INSTALL SAID SOFTWARE OR ANY  RELATED DOCUMENTATION. 

THIS AGREEMENT CONSTITUTES THE SOLE AND ENTIRE AGREEMENT GOVERNING THE LICENSEE’S ACCESS TO AND USE OF THE SOFTWARE AND DOCUMENTATION, AS  DEFINED IN THIS AGREEMENT, DESPITE ANYTHING TO THE CONTRARY IN THE TERMS  AND CONDISIONS OTHERWISE APPLICABLE TO THE LICENSEE’S PURCHASE OF ANY  LICENSOR PRODUCT, AND TERMS OF THIS AGREEMENT EXPRESSLY SUPERSEDES  ANY SUCH TERMS AND CONDITIONS. 

1. Interpretation and Definitions. 

1.1 Interpretation. 

1.1.1 The preamble of this Agreement and, as the case may be, all schedules attached  thereto and documents included therein by reference, are part of this Agreement,  as will be any amendment agreed upon by the Parties according to its terms. 

1.1.2 For purposes of this Agreement, (a) the words “include,” “includes,” and “including”  shall be deemed to be followed by the words “without limitation”; (b) the word “or”  is not exclusive; and (c) the words “herein,” “hereof,” “hereby,” “hereto,” and  “hereunder” refer to this Agreement as a whole. 

1.1.3 Unless the context otherwise requires, references herein: (i) to Sections and  Exhibits refer to the Sections of, and Exhibits attached to, this Agreement; (ii) to an  agreement, instrument, or other document means such agreement, instrument, or  other document as amended, supplemented, and modified from time to time to the  extent permitted by the provisions thereof; and (iii) to a statute means such statute  as amended from time to time and includes any successor legislation thereto and  any regulations promulgated thereunder.  

1.1.4 This Agreement shall be construed without regard to any presumption or rule  requiring construction or interpretation against the party drafting an instrument or  causing any instrument to be drafted. 

1.1.5 Unless otherwise stated, all dollar amounts referred to in this Agreement are stated  in Canadian dollars; and 

1.1.6 The headings in this Agreement are for reference only and do not affect the  interpretation of this Agreement. 

1.2 Definitions. In this Agreement, the following terms have the following meanings, and  grammatical variations of such terms shall have corresponding meanings: 

“Affiliate”, means with respect to a Party, any Person that directly or indirectly controls, is  controlled by, or is under common control with, that Party.  

“Authorized User”, means a Representative of Licensee who Licensee permits to access  and use the Software or Documentation pursuant to Licensee’s License hereunder. 

“Confidential Information”, means (i) any information (including any data), irrespective  of its form (whether oral, written, electronic, or other), nature (technical, business, or other)  or the media on which it is stored (or lack thereof), including any Intellectual Subject Matter,  and (ii) any and all tangible object, irrespective of its nature (including any prototype,  product or sample), which is Disclosed to or otherwise obtained by the Licensee or any of  its Representatives, by any means and whether directly or indirectly, from the Licensor or  any of its Affiliates or Distributors, or any of their respective Representatives, pertaining to  the Licensor or its Affiliates businesses or activities, therefore including, without limitation,  their technologies and the commercialization of their products, that (a) is designated (in

writing or otherwise, at the time of Disclosure or shortly thereafter) as confidential when it  is Disclosed, or (b) that a reasonable person would consider as confidential or proprietary  based on the nature of the information or tangible object and/or the circumstances in which  it is Disclosed or otherwise obtained, whether or not marked, designated, or otherwise  identified as “confidential.” Without limiting the generality of the foregoing, the Software,  Documentation, the terms of this Agreement, and the Licensor Intellectual Property are and shall be treated as Confidential Information. 

“Derivatives” means any derivatives, modifications, revisions, enhancements, upgrades,  updates, releases, error corrections, interfaces, patches, workarounds, or bug fixes  relating to the Software, regardless of the author. 

“Disclose” (to), means to perform any action resulting in giving access to any information  or tangible object, including (a) disclosing, providing or communicating information,  directly or indirectly, or allowing access to information, even if only momentarily, including  through inspection of a tangible object, as well as (b) transferring possession, providing  or allowing access to a tangible object, even if only momentarily.  

“Distributor”, means any Person duly authorize by Licensor to market, commercialize,  distribute, or sell Licensor’s products, whether directly or indirectly, within a designated  territory or market segment, pursuant to a valid distribution agreement or other written  authorization issued by the Licensor. 

“Documentation”, means the Licensor’s user manuals, handbooks, installation guides,  technical specifications, and other end-user or technical documentation relating to the Software, whether provided in electronic or hard-copy form, or made available online at a  URL designated by the Licensor. Documentation includes any updates or revisions to such  materials provided or otherwise made available to the Licensee at Licensor’s sole  discretion, and is supplied solely in support of Licensee’s authorized use of the Software under this Agreement. 

“Fee”, means all amounts payable by the Licensee to the Licensor or any of its Affiliates  or authorized Distributor, for the acquisition of the License, or the purchase of any Licensor  product embedding the Software, including any fees or royalties and all applicable taxes,  as set forth in the Seller’s Quotation. 

“Feedback” as the meaning set forth in Section 8.3. 

“Intellectual Property Rights”, means any and all rights, titles and interests, registered /  registrable or not, attached to or arising from the compilation, authorship, conception,  development, realisation, creation or reduction to practice of any Intellectual Property Subject Matter, including all statutory or Common Law intellectual property rights in any  jurisdiction, and therefore including Patent Rights in or for any jurisdiction, registrations of  integrated circuit topographies and their corresponding rights in various jurisdictions,  industrial designs and their corresponding rights in various jurisdictions, copyrights, all  rights pertaining to trademarks, the right to protect confidential information, and any other  form of intellectual property right, as well as the right to enforce any of the aforementioned rights, titles or interests in any jurisdiction, including any known or unknown, pending or  future, causes of actions, and the right to collect royalties or other payments under or on  account of any of the aforementioned rights. 

“Intellectual Property Subject Matter”, means any and all subject matter that may be the  subject of an intellectual property right, including any technical or nontechnical information,  any invention, method, process, improvement, algorithm, software, computer program,  system, specification, prototype, sample, device, discovery, trade secrets, know-how,  work, plan, model, drawing, figure, document, report, interface, database, data  compilations, data collections, database/compilations/collections structure or architecture,  design, industrial design, icon, interface design, visual rendering, integrated circuit  topography, or trademark, irrespective of its form, expression mode, or the media on which  it is stored (or lack thereof), as well as any and all copies or tangible embodiments thereof. 

“License”, means the license rights granted to the Licensee under Section 2.1. 

“License Key File”, means a license key file that defines the Software license type and  enables use of the Software on a specific computer in conjunction with the hardware  identifier on a specific computer, provided that the hardware identifier in the license key  file and the hardware identifier on the computer correspond with one another. 

“Licensor Intellectual Property”, means (a) any and all subject matter that may be the  subject of an intellectual property right, used, performed, reproduced, embedded or  embodied in or as part of the Goods, or used, performed or reproduced to develop,  manufacture, maintain, commercialize or distribute the Goods, including any technical or  nontechnical information, any invention, method, process, improvement, algorithm,  software (including any Software), computer program, system, specification, device,  discovery, trade secrets, know-how, work, interface, database, data compilations, data  collections, database/compilations/collections structure or architecture, design, industrial  design, icon, interface design, visual rendering, integrated circuit topography, or  trademark, irrespective of its form, expression mode, or the media on which it is stored (or  lack thereof), as well as any and all copies or tangible embodiments thereof, and (b) any  and all rights, titles and interests, registered / registrable or not, attached to or arising from  the compilation, authorship, conception, development, realisation, creation or reduction to  practice thereof, including all statutory and Common Law intellectual property rights (including patents, copyrights, trademark rights, rights to the protection of trade secrets,  etc.) in any jurisdiction, as well as the right to enforce any of the aforementioned rights,  titles or interests in any jurisdiction. 

“Patent Rights”, means the right to file patent applications in or for any jurisdiction,  patents, certificates of invention and utility models, applications for patents, certificates of  invention or utility models, as well as all divisions and continuations thereof, all letters  patent that may be granted thereon, all reissues thereof, all rights to claim priority based  on these applications, and extensions, renewals and reissues of issued patents.

“Person”, means and includes a natural or moral person, including a corporation, a  company or other body corporate (with or without share capital), a partnership of any kind,  a trust, a trustee, an executor, a liquidator, an administrator or other legal personal  representative, a regulatory body or agency, a government or governmental agency, or  any other legal or business entity however designated or constituted. 

“Representatives”, means the officers, directors, employees, consultants,  representatives, agents or professional advisors of a Party or any of its Affiliates. 

“Software”, means the software, application, or program defined by the License Key File  and identified in the Seller’s Quotation and provided to Licensee by Licensor, in object  code format, whether provided as such via download or embedded in any physical support or media, including any equipment sold to Licensee, including all Updates provided by  Licensor to Licensee under an applicable Software & Hardware Maintenance Plan.  Software includes all related components, features, modules, functionalities delivered as  part of the Software, and any derivatives of the foregoing, but excludes all source code  and all Third-Party software or products unless expressly stated otherwise in writing. 

“Software & Hardware Maintenance Plans”, means any maintenance and support plan  offered by the Licensor in relation to the Software, including the plans that may  automatically apply upon the acquisition of the License or the purchase of any product  embedding the Software and plans that may be purchased separately by the Licensee for  an additional Fee. A Software & Hardware Maintenance Plan consists of the maintenance  and support services described in the most current documentation made available to the  Licensee, including through any URL designated by the Licensor. Software & Hardware Maintenance Plans may include the provision of Updates, subject to the limitations and  conditions set forth in Sections 6.2 and 6.3 of this Agreement, and solely for the period  specified in the applicable Software & Hardware Maintenance Plan. 

“Term”, as the meaning set forth in Section 15.1 

“Third Party” means any Person other than Licensee, Licensor or any of their respective  Affiliates. 

“Update”, means any updates, bug fixes, patches, modifications, enhancements, or other  error corrections to the Software that the Licensor may make available to the Licensee  from time to time as part of an applicable Software & Hardware Maintenance Plan. All  Updates are deemed to be part of the Software and are provided subject to the same  license terms, restrictions, and obligations set forth in this Agreement. 

2. License

2.1 License Grant and Scope. Subject to the license type defined by the License Key File and  subject to and conditioned upon Licensee’s payment of the Fees and Licensee’s  compliance with all terms and conditions set forth in this Agreement, Licensor hereby  grants Licensee a non-exclusive, non-transferable, non-sublicensable, license, during the  Term, and solely by and through its Authorized Users, to: 

2.1.1 Download and install in accordance with the Documentation one (1) copy of the  Software on each of the number of computers set forth in the Seller’s Quotation,  owned or leased, and controlled by, Licensee. Unless the Seller’s Quotation expressly states that Licensee is purchasing a network license, each such  computer shall be for a single Authorized User. In addition to the foregoing,  Licensee has the right to make one (1) copy of the Software solely for backup  purposes, provided that Licensee shall not, and shall not allow any Person to,  install or use such copy other than if and for so long as the copy installed in  accordance with the preceding sentence is inoperable and, provided further that  Licensee uninstalls and otherwise deletes such inoperable copy. 

All copies of the Software made by the Licensee: 

(i) Will be the exclusive property of the Licensor; 

(ii) Will be subject to the terms and conditions of this Agreement; and 

(iii) Must include all trademark, copyright, patent, and other Intellectual Property Rights notices contained in the original. 

2.1.2 Use any Licensor product embedding the Software, and use and run the Software properly installed in accordance with this Agreement and the Documentation, for  their intended purposes, solely as set forth in the Documentation and solely in the  course of Licensee’s general industrial and commercial activities. Such use is  permitted only on the computer on which the Software is installed and by one  Authorized User at the time. 

2.1.3 Download or otherwise make one (1) copy of the Documentation per copy of the  Software permitted to be installed in accordance with this Agreement and use such  Documentation solely in support of its licensed use of the Software in accordance  herewith. All copies of the Documentation made by Licensee: 

(i) Will be the exclusive property of Licensor; 

(ii) Will be subject to the terms and conditions of this Agreement; and 

(iii) Must include all Intellectual Property Rights notices contained in the original. 

2.1.4 As the case may be, transfer any copy of the Software from one computer to  another, provided that the number of computers on which the Software is installed  at any one time does not exceed the number permitted under Section 0. 

3. Use Restrictions and Absence of Implied Rights. 

3.1 Use Restrictions. Licensee shall not, and shall require its Authorized Users not to, directly or indirectly: 

(i) Use the Software or Documentation beyond the scope of the license granted under Section 2;

(ii) Provide any Person other than an Authorized Users, with access to or use of the Software (including by providing access to or allowing use of any Licensor product embedding the Software); 

(iii) Except as expressly set forth in Section 2.1 and Section 2.3, copy or duplicate  the Software or Documentation, in whole or in part; 

(iv) Modify, translate, adapt, or otherwise create Derivatives, works, or improvements, whether or not patentable, of the Software or Documentation; 

(v) Combine the Software to any other product, including combining or incorporating any Software or any part thereof in any other software or programs; 

(vi) Reverse engineer, disassemble, decompile, decode, or otherwise attempt to derive or gain access to the source code of the Software or any part thereof; 

(vii) Remove, delete, alter, or obscure, translate, combine, supplement, or otherwise change any trademarks or any copyright, trademark, patent, or other Intellectual Property or proprietary rights or other symbols, notices, marks, or serial numbers on or relating to any copy provided on or with the Software, any Licensor product embedding the Software, or Documentation or any part or copy thereof; 

(viii) Rent, lease, lend, sell, sublicense, assign, distribute, publish, transfer, or otherwise make available the Software or Documentation, or any part, feature or functionality thereof, to any Third Party for any reason, whether or not over a network or on a hosted basis, including in connection with the internet or any web hosting, wide area network (WAN), virtual private network (VPN), virtualization, time-sharing, service bureau, software as a service (SaaS), cloud, or other technology or service; 

(ix) Use the Software or Documentation in violation of any law, regulation, or rule; or 

(x) Use the Software or Documentation for purposes of competitive analysis of the Software or any part thereof, the development of a competing product or service, or any other purpose that is to the Licensor’s commercial disadvantage. 

3.2 No Implied Rights. Licensor reserves all rights not expressly granted to Licensee in this  Agreement. Except for the limited rights and licenses expressly granted under this  Agreement, nothing in this Agreement grants, by implication, waiver, estoppel, or  otherwise, to Licensee or any Third Party any Intellectual Property Rights or license, nor  other right, title, or interest in or to the Software, Documentation, Licensor Intellectual  Property, or Confidential Information. 

4. Licensee Responsibilities. 

4.1 Responsibility for Use of the Software. Licensee is responsible and liable for all uses of the Software and Documentation through access thereto provided by Licensee, directly or indirectly, whether such access or use is permitted by or in violation of this Agreement. Specifically, and without limiting the generality of the foregoing, Licensee is responsible

and liable for all actions and failures to take required actions with respect to the Software  or Documentation by its Authorized Users or by any other Person to whom Licensee or an  Authorized User may provide access to or use of the Software or Documentation, or any  part thereof, whether such access or use is permitted by or in violation of this Agreement. 

Licensee shall take reasonable efforts to make all Authorized Users aware of this  Agreement’s provisions as applicable to such Authorized User’s use of the Software and  Documentation and shall cause Authorized Users to comply with such provisions. 

4.2 Use of Third Party Intellectual Property. Licensee is responsible for obtaining all required  authorizations and licenses to use the Software in conjunction with any Intellectual  Property, including any data or software, owned by a Third Party.  

5. Compliance Measures. 

Circumvention of Technical Protection. The Software, a License key file or a Licensor 5.1 product embedding the Software, may contain technological access and/or copy protection or other security features designed to prevent unauthorized use thereof, including (i) any feature of the Software not included in License Pruchased by Licensee, and (ii) features to protect against any use of the Software that is prohibited under Section  3.1. Licensee shall not, and shall not attempt to, remove, disable, bypass, circumvent,  or otherwise create or implement any workaround to any such access and/or copy  protection or security features. 

5.2 Licensee Report.

On an annual basis, and otherwise upon Licensor’s written request, Licensee shall conduct a review of its and its Authorized Users use of the Software and certify to Licensor in a written instrument signed by an officer of Licensee that it is in full compliance with this Agreement or, if Licensee discovers any non-compliance: 

(i) Licensee shall immediately remedy such non-compliance and provide Licensor with written notice thereof. Licensee shall provide Licensor with all access and assistance as Licensor requests to further evaluate and remedy such non compliance. 

(ii) If Licensee’s use of the Software exceeds the number of copies or Authorized Users permitted under the License, Licensor shall have the remedies set forth in Section 5.4. 

5.3 Licensor Audits. During the Term, Licensor may, in Licensor’s sole discretion, audit  Licensee’s use of the Software to ensure Licensee’s compliance with this Agreement,  provided that (i) any such audit shall be conducted on not less than ten (10) days prior  notice to Licensee, and (ii) no more than two (2) audits may be conducted in any twelve  (12) -month period except where good cause is shown. Licensor also may, in its sole discretion, audit Licensee’s systems within three (3) months after the end of the Term to ensure Licensee has ceased use of the Software and removed all copies of the Software from such systems as required hereunder. The Licensee shall fully cooperate with Licensor’s personnel conducting such audits and provide reasonable access requested by the Licensor to records, systems, equipment, information, and personnel, including machine IDs, serial numbers, and related information. Licensor shall only examine  information directly related to the Licensee’s use of the Software. Licensor may conduct  audits only during Licensee’s normal business hours and in a manner that does not  unreasonably interfere with the Licensee’s business operations. 

5.4 If Use Exceeds License Scope. If Licensor determines that the Licensee’s use of the Software exceeds or exceeded the use permitted by this Agreement, then: 

(i) Licensee shall, within ten (10) business days following Licensor’s written  notification thereof, pay to Licensor the retroactive Fees for such excess use and,  unless Licensor terminates this Agreement pursuant to Section 5.4(iii), obtain and  pay for a valid license to bring Licensee’s use into compliance with this Agreement.  In determining the Licensee Fee payable pursuant to the foregoing, (i) unless  Licensee can demonstrate otherwise by documentary evidence, all excess use of  the Software shall be deemed to have commenced on the commencement date of  this Agreement or, if later, the completion date of any audit previously conducted  by Licensor hereunder and continued uninterrupted thereafter, and (ii) the rates for  such licenses shall be determined without regard to any discount to which  Licensee may have been entitled had such use been properly licensed prior to its  commencement (or deemed commencement). 

(ii) Licensee shall also pay to Licensor, within ten (10) business days following the  date of Licensor’s written request therefor, Licensor’s reasonable costs incurred in  conducting the audit. 

(iii) In any event and notwithstanding Licensor’s exercise of its rights under Sections  5.4(i) and (ii), Licensor shall also have the right, at Licensor’s sole discretion, to  terminate this Agreement and the License granted hereunder, effective  immediately upon written notice to Licensee. 

Licensor’s remedies set forth in this Section 5.4 are cumulative and are in addition to, and  not in lieu of, all other remedies the Licensor may have at law or in equity, whether under  this Agreement or otherwise. 

6. Maintenance and Support.

6.1 Software & Hardware Maintenance Plans. Subject to Section 6.3, the license granted  hereunder entitles Licensee to the maintenance and support services described with  respect to the applicable Software & Hardware Maintenance Plan for the time period  indicated therein. Licensee may purchase additional maintenance and support services 

as described in the Software & Hardware Maintenance Plans available when Licensee  orders such services. 

6.2 Limitations to the Maintenance and Support Services. Maintenance and support services  to which Licensee may be entitled may include provision of Updates. Licensor may  develop and provide Updates in its sole discretion, and Licensee agrees that Licensor has  no obligation to develop any Updates at all or for particular issues. Licensee further agrees that all Software Updates will be deemed Software, and related documentation will be  deemed Documentation, all subject to all terms and conditions of this Agreement.  Licensee acknowledges that Licensor may provide some or all Updates via download from  a website designated by Licensor and that Licensee’s receipt thereof will require an  internet connection, which connection is Licensee’s sole responsibility. Licensor has no  obligation to provide Updates via any other media. Maintenance and support services do not include any new version or new release of the Software that Licensor may issue as a  separate or new product, and Licensor may determine whether any issuance qualifies as  a new version, new release, or Update in its sole discretion. 

6.3 Additional Limitations to the Maintenance and Support Services. Licensor reserves the  right to make the provision of maintenance and support services, including all or any  Updates, conditional on Licensee’s registration of the copy of the Software for which  support is requested. Licensor has no obligation to provide maintenance and support  services, including Updates: 

(i) For any but the most current version or release of the Software; 

(ii) For any Software for which all previously issued Updates have not been installed; (iii) If Licensee is in breach under this Agreement; or 

(iv) For any Software that has been modified other than by, or with the authorization  of, Licensor, or that is being used with any hardware, software, configuration, or  operating system not specified in the Documentation or expressly authorized by  Licensor in writing. 

6.4 No Other Maintenance or Support Services. Except as expressly set forth in the applicable  Software & Hardware Maintenance Plan, Licensor shall have no obligation to provide  Licensee with any maintenance services, technical support, Updates, or other services of  any kind in relation to the Software. All maintenance and support services to which  Licensee may be entitled are solely those described in the applicable Software &  Hardware Maintenance Plan and in the most current documentation made available by  Licensor, including through any URL designated by Licensor. 

7. Collection and Use of Information. 

7.1 Collection and Storage of Information. Licensee acknowledges that Licensor may, directly  or indirectly through the services of Third Parties, collect and store information regarding  use of the Software and about equipment on which the Software is installed or through  which it otherwise is accessed or used, through various means, including (i) the provision  of maintenance and support services, (ii) security measures included in the Softwasre as  described in Section 5, and (iii) various types of software access or use trackers. 

7.2 Use of Collected Information. Licensee agrees that the Licensor may use such information  for any purpose related to any use of the Software by Licensee or on Licensee’s  equipment, including but not limited to (i) improving the performance of the Software or  developing Updates, (ii) verifying Licensee’s compliance with the terms of this Agreement and enforcing the Licensor’s rights, including all Intellectual Property Rights in and to the  Software, (iii) developing new products, and (iv) understanding market trends and needs. 

8. Intellectual Property. 

8.1 Licensor’s Ownership of the Licensor Intellectual Property. Licensee acknowledges and  agrees that all rights, titles, and interests in and to the Licensor Intellectual Property are  owned or, as the case may be, controlled, by and will remain with Licensor or its Affiliates,  as the case may be.  

8.1.1 Licensee acknowledges and agrees that it does not acquire any ownership interest  in the Licensor Intellectual Property under this Agreement, or any other rights  thereto, other than the limited license to access and use the Software and  Documentation in accordance with the License granted under this Agreement and  subject to all terms, conditions, and restrictions under this Agreement.  

8.1.2 Licensee acknowledges and agrees that Licensor and its Affiliates reserve and  shall retain their entire rights, titles, and interests in and to the Licensor Intellectual  Property except as expressly granted to the Licensee in this Agreement. 

8.2 Safeguard of the Licensor Intellectual Property. Licensee shall safeguard the Software,  Documentation and Licensor Intellectual Property from infringement, misappropriation,  theft, misuse, or unauthorized access in a manner similar to that which the Licensee uses  to keep and protect its own products and intellectual property, but in any event with no  less than a reasonable degree of care. Licensee shall promptly notify Licensor if Licensee  becomes aware of any infringement or misappropriation of any of the Licensor Intellectual  Property and fully cooperate with Licensor, at Licensor’s sole expense, in any legal action  taken by Licensor to enforce the Intellectual Property Rights part of the Licensor Intellectual Property.

8.3 Feedback. If Licensee or any of its representatives provides to Licensor any comments,  questions, suggestions, ideas, recommendations, or other feedback relating to the  Software or associated Documentation (collectively, “Feedback”), Licensor may use such  Feedback for any purpose without restriction, attribution, or compensation. To the extent  that any Feedback gives rise to intellectual property rights, Licensee hereby irrevocably  assigns, and shall cause its representatives to assign, to Licensor all worldwide rights,  title, and interest in and to such intellectual property rights, to the fullest extent permitted  by applicable law. To the extent such rights cannot be assigned as a matter of law,  Licensee grants Licensor a perpetual, irrevocable, royalty-free, fully paid-up, worldwide  license to exercise such rights for any purpose. 

8.4 Undertaking Not to Contest or Jeopardize the Licensor Intellectual Property. Licensees agrees and undertakes not to contest or assist any Third Party in contesting, directly or  indirectly, the validity, enforceability or the Licensor’s ownership or, as the case may be,  control, of the Licensor Intellectual Property, or to engage in any act or conduct, or omit to  perform any necessary act, the result of which would be to Jeopardize the validity, enforceability or Licensor’s ownership or, as the case may be, control, of the Licensor  Intellectual Property. 

9. Confidentiality. 

9.1 Confidentiality obligations. Licensee acknowledges that at the occasion of Licensee’s  acquisition of the License, use of the Software, or in connection with the furtherance of this Agreement, including the performance of maintenance and support services by the  Licensor or its Affiliates, Licensor, its Affiliates or Distributors, may Disclose Confidential  Information to Licensee or its Representative, or Licensee or its Representative may otherwise obtain Confidential Information from Licensor, its Affiliates or Distributors.  Licensee therefore agrees and undertakes: 

(a) Not to access or use Confidential Information other than (i) as necessary to  exercise its rights or perform its obligations under and in accordance with this  Agreement, and (ii) during the Term of this Agreement; 

(b) Never Disclose, by any means, any Confidential Information, in whole or in part, to  any Person, directly or indirectly, except as expressly allowed under this  Agreement; 

(c) Ensure the confidentiality of all Confidential Information by holding them in strict  confidence in a secure environment and protected from unauthorized Disclosure, use, reproduction, access, damage or destruction in a manner similar to that which  Licensee uses to keep and protect its own similarly sensitive information, but in  any event with no less than a reasonable degree of care, considering the nature  of the information concerned and the context of its Disclosure, and by taking all  reasonable security measures required to this end; 

(d) Refrain from reverse engineering, decompiling, disassembling, chemically  analyzing, modifying or creating any derivative works based on or in respect of any  Confidential Information; 

(e) Refrain from obtaining or registering, or attempting to obtain or register, any  Intellectual Property Right with respect to any Confidential Information. 

(f) Make sure that all its Representatives abide by the terms of this Agreement. 

9.2 Allowed Disclosures. Licensee may disclose Confidential Information only to those of its  Representatives who (a) need to know these Confidential Information for a legitimate  purpose consistent with the exercise of Licensee’s rights and performance of Licensee’s obligations under this Agreement, (b) are made aware of the confidential nature of these  Confidential Information, and (c) are bound by confidentiality obligations at least as  stringent as the Licensee’s confidentiality obligations under this Agreement further to  written agreements to which Licensor shall have access; provided, however, that Licensee shall make sure that each and every of its Representatives will abide by the terms of this  Agreement, and that Licensee will be responsible for any breach thereof by any of such  Representatives.

9.3 Mandatory Disclosures. If Licensee is required by applicable law, court order or judicial  process to disclose any Confidential Information, it shall, to the extent legally permissible,  (a) promptly notify Licensor of such requirement, (b) use all reasonable efforts and fully  collaborate with Licensor to assure that all Confidential Information benefit from all the  protection available, including by securing a protective order to this end or any other  remedy available, and (c) Disclose only the Confidential Information which it is strictly  required to be disclosed by applicable law or court order. 

9.4 Copies. Licensee shall not make or have made any copy or transcription of any  Confidential Information, except when doing so is reasonably necessary for a legitimate  purpose consistent with the exercise of the Parties’ rights and performance of their  obligations under this Agreement, and a notice of confidentiality naming Licensor as the  owner of the Confidential Information reproduced or transcribed is conspicuously  displayed on each page of the document (no matter its format or support) showing said  Confidential Information. 

9.5 Return or Destruction. Except as otherwise required by law or any regulatory body, within  fifteen (15) days of a written request by Licensor to this effect, Licensee shall return to Licensor, delete or destroy permanently, any document, including any copy of a Software  or any Documentation, or any part thereof, and any document stored on a computer  readable medium or on any type of electronic support, and all tangible objects constituting  or embodying, in whole or in part, any Confidential Information, as well as any such  document or tangible object comprising a summary, except, transcription, reference or  reproduction of Confidential Information. Performance of the aforementioned return or  destruction obligation shall, within the same delay, be confirmed in a declaration under  oath executed by a high-ranking officer of Licensor. Notwithstanding the foregoing,  Licensee may retain one (1) copy of such Confidential Information in a secure legal  archive for compliance with applicable laws and evidentiary purposes, and shall not be  obligated to delete Confidential Information from any disaster recovery or back-up storage  system which is only accessible by Licensee’s systems administrators. 

9.6 Derogation. Any derogation to Licensee’s obligations under this Agreement regarding the  use or protection of any Confidential Information shall be expressly authorized in writing  by Licensor.  

9.7 In Case of Uncertainty. If Licensee is uncertain that a specific data or information is a  Confidential Information and shall therefore be treated and protected as such, Licensee shall treat this specific data or information as Confidential Information until Licensor confirms in writing that it is not.  

9.8 Notification of Unauthorized Disclosure and Assistance. Licensee shall promptly notify in  writing to Licensor any suspected unauthorized Disclosure, use or reproduction of, or access to, any of Confidential Information, including by any of its own Representatives,  and shall take all reasonable steps, and cooperate with Licensor, to prevent any further  unauthorized Disclosure, use, reproduction or access.

9.9 Exclusions. Licensor shall not be bound by any obligation set forth in this Agreement with  respect to any purported Confidential Information, when Liensee can demonstrate with  written evidence that said information: 

(a) At the time it was Disclosed to Licensee or otherwise accessed to by Licensee,  was already lawfully publicly known, provided, however, that such information shall  not be deemed to be publicly known merely because it can be pieced together or  reconstructed from multiple sources, none of which shows the whole combination,  its principle of operation or its method of use; 

(b) After it was Disclosed to Licensee or otherwise accessed to by Licensee, became  publicly known other than through a breach of any contractual or legal obligation  from Licensee, any of its Representatives, or any Third Party, including any breach  of this Agreement; 

(c) At the time it was Disclosed to Licensee or otherwise accessed to by Licensee,  was already lawfully known or in possession of Licensee or any of its Affiliates,  provided that such prior knowledge was not gained from the breach of any  contractual or legal obligation from Licensee, any of its Affiliates, any of their 

respective Representatives, or any other Third Party, and that Licensee or its  Affiliates is not bound by any confidentiality obligation owed to a Third Party regarding that information; 

(d) At the time it was Disclosed to Licensee or otherwise accessed to by Licensee,  had been independently developed by Licensee or any of its Affiliates without any  breach to this Agreement; 

(e) After it was Disclosed to Licensee or otherwise accessed to by Licensee, was disclosed to Licensee or any of its Affiliates in good faith by a Third Party without  any breach of any contractual or legal obligation from said Third Party, Licensee or its Affiliates; or 

(f) Is released in writing by Licensor from confidential status. 

10. Payment of License Fees. 

All Fees paid or payable to Licensor shall correspond to Fees indicated in the Seller’s  Quotation, and be paid according to the terms and conditions accepted by the Parties  regarding the purchase of any Licensor product requiring the grant of the License to the  Licensee. 

11. Limited Warranties, Exclusive Remedy, and Warranty Disclaimer. 

11.1 Limited Warranties Provided to Licensee. Licensor warrants that, for a period of one (1)  calendar year following the acceptance of the Seller’s Quotation by Licensee: 

(i) Any media on which the Software is provided will be free of material damage and  defects in materials and workmanship under normal use;

(ii) The Software will substantially contain the functionality described in the  Documentation and, when properly installed and used on or in connection with a  computer meeting the specifications set forth in, and operated in accordance with,  the Documentation, will substantially perform in accordance therewith; and 

(iii) At the time of delivery, the Software does not contain any virus or other malicious  code that would cause the Software to become inoperable or incapable of being  used in accordance with the Documentation. 

THE FOREGOING WARRANTIES DO NOT APPLY, AND LICENSOR STRICTLY  DISCLAIMS ALL CONDITIONS AND WARRANTIES, WITH RESPECT TO ANY THIRD PARTY MATERIALS. 

11.2 Non-Application of Warranties. The warranties set forth in Section 11.1 will not apply and  will become null and void if Licensee materially breaches any provision of this Agreement,  or if Licensee, any Authorized User, or any other Person provided access to the Software by Licensee or any Authorized User, whether or not in violation of this Agreement: 

(i) Installs or uses the Software on or in connection with any hardware or software not  specified in the Documentation or expressly authorized by Licensor in writing; 

(ii) Modifies or damages the Software, or the media on which it is provided, including  abnormal physical or electrical stress; or 

(iii) Misuses the Software, including any use of the Software other than as specified in  the Documentation or expressly authorized by Licensor in writing. 

11.3 Sole Remedy. If, during the period specified in Section 11.1, the Software fails to perform  substantially in accordance with the Documentation, and such failure is not excluded from  warranty pursuant to Section 11.2, Licensor will, subject to Licensee’s promptly notifying  Licensor in writing of such failure, at its sole option, either: 

(i) Repair or replace the Software, provided that Licensee provides Licensor with all  information Licensor reasonably requests to resolve the reported failure, including  sufficient information to enable the Licensor to recreate such failure; or 

(ii) Refund the Fees paid for the Software, subject to Licensee’s ceasing all use of  and, if requested by Licensor, returning to Licensor all copies of Software and  Documentation. 

If Licensor repairs or replaces the Software, the warranty will continue to run from the  initial date specified in Section 11.1, and not from Licensee’s receipt of the repair or  replacement. The remedies set forth in this Section 11.3 are Licensee’s sole remedies and  Licensor’s sole liability under this Agreement. 

11.4 WARRANTY DISCLAIMER. EXCEPT FOR THE LIMITED WARRANTY SET FORTH IN SECTION 11.1, THE SOFTWARE AND DOCUMENTATION ARE PROVIDED, AND THE  CONFIDENTIAL INFORMATION IS DISCLOSED, TO LICENSEE ON AN “AS IS” BASIS,  AND WITH ALL FAULTS AND DEFECTS WITHOUT CONDITION OR WARRANTY OF 

ANY KIND. TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW,  LICENSOR, ON ITS OWN BEHALF AND ON BEHALF OF ITS AFFILIATES AND ITS AND  THEIR RESPECTIVE REPRESENTATIVES AND LICENSORS, EXPRESSLY  DISCLAIMS ALL CONDITIONS AND WARRANTIES, WHETHER EXPRESS, IMPLIED,  STATUTORY, OR OTHERWISE, WITH RESPECT TO THE SOFTWARE,  DOCUMENTATION OR ANY CONFIDENTIAL INFORMATION DISCLOSED TO  LICENSEE, INCLUDING ALL IMPLIED CONDITIONS AND WARRANTIES OF  MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON 

INFRINGEMENT, AND WARRANTIES THAT MAY ARISE OUT OF COURSE OF  DEALING, COURSE OF PERFORMANCE, USAGE, OR TRADE PRACTICE. WITHOUT  LIMITATION TO THE FOREGOING, THE LICENSOR PROVIDES NO CONDITION,  WARRANTY, OR UNDERTAKING, AND MAKES NO REPRESENTATION OF ANY KIND  THAT THE SOFTWARE, DOCUMENTATION OR ANY CONFIDENTIAL INFORMATION  DISCLOSED TO LICENSEE, WILL MEET THE LICENSEE’S REQUIREMENTS,  ACHIEVE ANY INTENDED RESULTS, BE COMPATIBLE OR WORK WITH ANY OTHER  SOFTWARE, APPLICATIONS, SYSTEMS, OR SERVICES, OPERATE WITHOUT  INTERRUPTION, MEET ANY PERFORMANCE OR RELIABILITY STANDARDS OR BE  ERROR FREE OR THAT ANY ERRORS OR DEFECTS CAN OR WILL BE CORRECTED.

12. Indemnification. 

12.1 Licensor Indemnification. The Licensee releases the Licensor and its Affiliates, together  with their respective Representatives, insurers, successors and assigns (collectively, the  “Licensor Indemnified Persons”), from any liability, and undertakes to indemnify, save  harmless and, at Licensor’s option, defend all Indemnified Persons (A) regarding any  judicial or administrative proceedings involving an Indemnified Person or regarding which  an Indemnified Person is being threatened, as well as (B) from or against all claims  (including any third-party claims), damages, loses, condemnation, costs, expenses, fees,  including, without limitation, interests and all fees incurred regarding any judicial or  administrative proceedings, or incurred further to a threat of initiating such proceedings  against an Indemnified Person, or incurred by an Indemnified Person who has to consider  having to initiate such proceedings, including, without limitation, all legal and extrajudicial  fees and expenses, investigation fees, and attorneys’ fees or the fees of other  professionals reasonably incurred, occasioned by or resulting, directly or indirectly, from: 

(a) Any default by the Licensee to fully meet its obligations, representations or  warranties under this Agreement;  

(b) Any fault, wrongful act or negligence by the Licensee, or any of its Affiliates, or any  of their respective Representatives; 

(c) Any use or exploitation of Confidential Information by the Licensee, or any of its  Affiliates, or any of their respective Representatives, except in case of fault,  wrongful act or negligence by any Licensor Indemnified Person resulting in the loss  purported to be indemnified;

(d) Any use or exploitation of the Software or Documentation by the Licensee or any  of its Affiliates, including the development or generation of data for a Third Party and the commercialisation of any product or service based on any use of the  Software or Documentation, or any information, including data, generated using or  exploiting the Software, or integrating such information, except in case of fault,  wrongful act or negligence by any Licensor Indemnified Person resulting in the loss  purported to be indemnified; 

(e) The migration of the Software, or any party thereof, to a different hardware or  software environment; 

(f) The unlawful or unauthorized Third Party hacking into the computer equipment of  the Licensor of any of its Affiliates; or 

(g) Any infringement of the Licensor Intellectual Property resulting from any activity of  the Licensee or any of its Affiliates. 

The Licensor shall promptly notify the Licensee of any claim for which indemnification is  sought. The Licensee shall assume control of the defense and settlement of the claim,  provided that (i) the Licensor may participate with its own counsel at its own expense, and  (ii) the Licensee shall not settle any claim in a manner that admits fault on the part of any  Licensor Indemnified Person or imposes any non-monetary obligations on them without  the Licensor’s prior written consent. 

12.2 Licensee Indemnification. Subject to the limitation to the Licensor’s liability set forth in  Section 13, the Licensor releases the Licensee and its Affiliates, together with their  respective Representatives, insurers, successors and assigns (collectively, the “Licensee Indemnified Persons”), from any liability, and undertakes to defend, indemnify and save  harmless all Indemnified Persons (A) regarding any judicial or administrative proceedings  involving an Indemnified Person or regarding which an Indemnified Person is being  threatened, as well as (B) from or against all claims (including any third-party claims),  damages, loses, condemnation, costs, expenses, fees, including, without limitation,  interests and all fees incurred regarding any judicial or administrative proceedings, or  incurred further to a threat of initiating such proceedings against an Indemnified Person,  or incurred by an Indemnified Person who has to consider having to initiate such  proceedings, including, without limitation, all legal and extrajudicial fees and expenses,  investigation fees, and attorneys’ fees or the fees of other professionals reasonably  incurred, occasioned by or resulting, directly or indirectly, from: 

(a) Any default by the Licensor to fully meet its obligations, representations or  warranties under this Agreement;  

(b) Any fault, wrongful act or negligence by the Licensor, or any of its Affiliates, or any  of their respective Representatives; or 

(c) Any use or exploitation of the Licensee’s confidential information by the Licensor,  or any of its Affiliates, or any of their respective Representatives, except in case of fault, wrongful act or negligence by any Licensee Indemnified Person resulting in the loss purported to be indemnified.

The Licensee shall promptly notify the Licensor of any claim for which indemnification is sought. The Licensor shall assume control of the defense and settlement of the claim, provided that (i) the Licensee may participate with its own counsel at its own expense, and (ii) the Licensor shall not settle any claim in a manner that admits fault on the part of any Licensee Indemnified Person or imposes any non-monetary obligations on them without the Licensor’s prior written consent.

12.3 Licensor Indemnification – Infringement of Third Party Intellectual Property Rights. 

(i) Subject to the limitation to the Licensor’s liability set forth in Section 13, the  Licensor releases the Licensee and its Affiliates, together with their respective  Representatives, insurers, successors and assigns (collectively, the “Licensee  Indemnified Persons”), from any liability, and undertakes to defend, indemnify  and save harmless all Licensee Indemnified Persons from or against all claims,  action, or proceeding that the Software, or the sole use of the Software for its  intended purposes, as specified in the Documentation, and in accordance with this  Agreement, infringes or misappropriates Intellectual Property Rights owned by a  Third Party, except in case of fault, wrongful act or negligence by any Licensee  Indemnified Person resulting in the loss purported to be indemnified, and provided  that Licensee promptly notifies Licensor in writing of the claim, cooperates with  Licensor, and allows Licensor sole authority to control the defense and settlement  of such claim.  

(ii) If such a claim is made or appears possible, Licensee agrees to permit Licensor,  at Licensor’s sole discretion, to (A) modify or replace the Software, or any component or part thereof, to make it non-infringing, or (B) obtain the right for  Licensee to continue use. If Licensor determines that none of these alternatives is  reasonably available, Licensor may terminate this Agreement, in its entirety or with  respect to the affected component or part, effective immediately on written notice  to Licensee.  

(iii) This Section 12.3 will not apply to the extent that the alleged infringement arises  from: (i) use of the Software in combination with data, software, hardware,  equipment, or technology not provided by Licensor or authorized by Licensor in  writing; (ii) modifications to the Software not made by Licensor; (iii) use of any  version other than the most current version of the Software delivered to Licensee, 

or (iv) Third Party products.  

13. Limitation of Liability. 

TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW: 

(I) IN NO EVENT WILL LICENSOR OR ITS AFFILIATES, OR ANY OF ITS OR THEIR  RESPECTIVE REPRESENTATIVES, LICENSORS OR SERVICE PROVIDERS,

BE LIABLE TO LICENSEE OR ANY THIRD PARTY FOR: (a) ANY: (i) USE,  INTERRUPTION, DELAY, OR INABILITY TO USE THE SOFTWASRE; (ii) LOST REVENUES OR PROFITS; (iii) DELAYS, INTERRUPTION, OR LOSS OF  SERVICES, BUSINESS, OR GOODWILL; (iv) LOSS OR CORRUPTION OF  DATA; (v) LOSS RESULTING FROM SYSTEM OR SYSTEM SERVICE FAILURE,  MALFUNCTION, OR SHUTDOWN; (vi) FAILURE TO ACCURATELY TRANSFER,  READ, OR TRANSMIT INFORMATION; (vii) FAILURE TO UPDATE OR PROVIDE  CORRECT INFORMATION; (viii) SYSTEM INCOMPATIBILITY OR PROVISION  OF INCORRECT COMPATIBILITY INFORMATION; (ix) BREACHES IN SYSTEM  SECURITY; OR (b) ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, SPECIAL,  AGGRAVATED, PUNITIVE, OR EXEMPLARY DAMAGES, IN EACH CASE  WHETHER ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT,  BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), CONTRACTUAL  OR EXTRA-CONTRACTUAL FAULT OR FOR NEGLIGENCE, OR OTHERWISE,  REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE AND  WHETHER OR NOT THE LICENSOR WAS ADVISED OF THE POSSIBILITY OF  SUCH DAMAGES. 

(II) IN NO EVENT WILL THE COLLECTIVE AGGREGATE LIABILITY OF LICENSOR  AND ITS AFFILIATES, INCLUDING ANY OF ITS OR THEIR RESPECTIVE REPRESENTATIVE, LICENSORS AND SERVICE PROVIDERS, UNDER OR IN  CONNECTION WITH THIS AGREEMENT OR ITS SUBJECT MATTER, UNDER  ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT,  TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, AND OTHERWISE,  EXCEED THE TOTAL AMOUNT PAID TO THE LICENSOR PURSUANT TO THIS  AGREEMENT FOR THE SOFTWARE THAT IS THE SUBJECT OF THE CLAIM. 

(III) THE LIMITATIONS SET FORTH IN SECTIONS 13.1 AND 13.2 SHALL APPLY  EVEN IF THE LICENSEE’S REMEDIES UNDER THIS AGREEMENT FAIL OF  THEIR ESSENTIAL PURPOSE. 

14. Export Regulation. 

The Software and Documentation may be subject to Canadian export control laws. The  Licensee shall not, directly or indirectly, export, re-export, or release the Software or  Documentation to, or make the Software or Documentation accessible from, any  jurisdiction or country to which export, re-export or release is prohibited by law, rule, or  regulation. Licensee shall comply with all applicable federal laws, regulations, and rules  and complete all required undertakings (including obtaining any necessary export license  or other governmental approval), prior to exporting, re-exporting, releasing, or otherwise  making the Software or Documentation available outside Canada. 

15. Term and Termination. 

15.1 Term. This Agreement and the License granted hereunder shall remain in effect until the  first of (i) the end of the term set forth in the Seller’s Quotation, if any, and (ii) the  termination of this Agreement as set forth herein (the “Term“).

15.2 Termination by Licensee. Licensee may terminate this Agreement by ceasing to use the  Software and destroying all copies of any Software and Documentation part thereof, and  notifying Licensor of such termination of this Agreement in writing.  

15.3 Termination by Licensor. Licensor may terminate this Agreement, effective upon written  notice to Licensee, if Licensee, materially breaches this Agreement and such breach: (i)  is addressed by Section 5.4, (ii) is incapable of cure; or (iii) being capable of cure, remains  uncured thirty (30) days after Licensor provides written notice thereof. 

15.4 Termination in Case of Licensee Bankruptcy. Licensor may terminate this Agreement,  effective immediately, if Licensee files an assignment in bankruptcy or has a bankruptcy  order made against it under any bankruptcy or insolvency law, makes or seeks to make a  general assignment for the benefit of its creditors or applies for, or consents to, the  appointment of a trustee, receiver, receiver-manager, monitor, or custodian for all or a  substantial part of its property. 

15.5 Effect of Expiration or Termination. Upon expiration or earlier termination of this  Agreement, the License granted hereunder shall also terminate, and Licensee shall cease  using the Software and destroy all copies of any Software and Documentation part thereof,  and permanently erase or cause to be erased from its and its Authorized Users’ computer  systems, files, and storage media all copies of Software and Documentation obtained,  made, or authorized to be made by Licensee or on Licensee’s behalf. No expiration or  termination shall affect Licensee’s obligation to pay all Fees that may have become due  before such expiration or termination, or entitle Licensee to any refund, in each case  except as set forth in Section 11.3(ii). 

15.6 Surviving Obligations. The provisions set forth in the following sections and paragraphs of  this Agreement, and any other right or obligation of the parties in this Agreement that, by  its nature, should survive termination or expiration of this Agreement, will survive any  expiration or termination of this Agreement, whether the termination is initiated by the  Licensee, by the Licensee, on a with or without cause basis, or by mutual agreement, or  whether the termination is lawful or unlawful: this Paragraph 15.6, Sections 1  (Interpretation and Definitions), 8 (Intellectual Property), 9 (Confidentiality), 10 (Payment  of License Fees), Paragraph 11.4 (Warranty Disclaimer), Sections 12 (Limitation of  Liability), 13 (Indemnification), Paragraph 15.1 (Effect of Expiration or Termination), and  Section 16 (Miscellaneous).  

16. Miscellaneous. 

16.01 Governing Law. This Agreement, all schedules attached thereto, if any, and all documents  included therein by reference, as well as all other documents relating hereto, and all  matters arising out of or relating to this Agreement, whether sounding in contract, tort or  extra-contractual liability, or statute, are governed by, and construed in accordance with,  the laws of the Province of Quebec and the federal laws of Canada applicable therein,  without giving effect to any choice or conflict of law provision or rule (whether of the  Province of Quebec or any other jurisdiction) that would cause the application of the laws  of any jurisdiction other than those of the Province of Quebec.

16.02 Choice of Forum. Any legal suit, action, litigation, or proceeding of any kind whatsoever in  any way arising out of, from, or relating to this Agreement, all schedules attached thereto,  if any, and all documents included therein by reference or any other related documents,  the License or any services provided hereunder, and all contemplated transactions, shall  be instituted in the courts of the Province of Quebec, District of Montreal, and each Party  irrevocably attorn and submits to the exclusive jurisdiction of such courts in any such suit,  action, litigation, or proceeding. The Parties irrevocably and unconditionally waive any  objection to the venue of any action or proceeding in such courts and irrevocably waive  and agree not to plead or claim in any such court that any such action or proceeding  brought in any such court has been brought in an inconvenient forum. Each Party agrees  that a final judgment in any such suit, action, litigation, or proceeding may be enforced in  other jurisdictions by suit on the judgment or in any other manner provided by law. However, such choice of forum shall not preclude the taking of any action, in any  appropriate jurisdiction, (a) to enforce any order or judgement obtained in such forum or  (b) seeking specific performance or injunctive or other equitable relief to stop or prohibit  the unauthorized use or Disclosure of any Confidential Information or infringement of  Intellectual Property Rights in breach of this Agreement. Service of process, summons,  notice, or other document by mail to such Party’s address set forth herein shall be effective  service of process for any suit, action, litigation, or other proceeding brought in any such  court.  

16.03 Further Assurances. Licensee shall fully co-operate with Licensor in executing all  necessary deeds and documents, instruments and agreements, and shall co-operate in  all other such acts and things as Licensor may reasonably require, to give full effect to this  Agreement and to carry out the intent of the Parties, including to ensure the proper vesting,  protection, and enforcement of any rights granted or obligations assumed under this  Agreement. Nothing herein shall require either Party to assume additional material  obligations beyond those expressly set forth in this Agreement. 

16.04 Notices. Each Party shall deliver all notices, requests, consents, claims, demands, waivers  and other communications under this Agreement (other than routine communications  having no legal effect) in writing and addressed to the other Party at the addresses set  forth in the Seller’s Quotation (or to such other address that may be designated by the  receiving party from time to time in accordance with this Section). Any notices sent in  accordance with this Section will be conclusively deemed validly and effectively given: (a)  on the date of receipt, if delivered by personal delivery, or by a nationally recognized same  day or overnight courier (with all fees prepaid); (b) upon the sender’s receipt of an  acknowledgment from the intended recipient (such as by the “read receipt” function, as  available, return email or other form of written acknowledgment), if delivered by email; or  (c) on the tenth (10th) day after the date mailed by certified or registered mail by the  Canada Post Corporation, return receipt requested, postage prepaid. 

16.05 Entire Agreement. This Agreement, all schedules attached thereto, if any, and all  documents included therein by reference, constitutes the sole and entire agreement  between Licensee and Licensor with respect to the subject matter contained herein, and  supersedes all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, with respect to such subject matter, including the  terms of any purchase order, or similar document or instrument, issued by or on behalf of the Licensee. 

16.06 Assignment and Binding Effect. The Licensee shall not assign or otherwise transfer any  of its rights, or delegate or otherwise transfer any of its obligations or performance, under  this Agreement, in each case whether voluntarily, involuntarily, by operation of law or  otherwise, without Licensor’s prior written consent, which consent Licensor may give or  withhold in its sole discretion. For purposes of the preceding sentence, and without limiting  its generality, any amalgamation, arrangement, or reorganization involving Licensee  (regardless of whether Licensee is a surviving or disappearing entity) will be deemed to  be a transfer of rights, obligations, or performance under this Agreement for which  Licensor’s prior written consent is required. No delegation or other transfer will relieve  Licensee of any of its obligations or performance under this Agreement. Any purported  assignment, delegation, or transfer in violation of this Paragraph 16.6 is void. Licensor  may freely assign or otherwise transfer all or any of its rights, or delegate or otherwise  transfer all or any of its obligations or performance under this Agreement without  Licensee’s consent. This Agreement is binding upon and enures to the benefit of the  Parties hereto and their respective permitted successors and assigns. 

16.07 Amendments and Waivers. No amendment, modification or supplement to this Agreement,  nor any waiver regarding any right, condition or provision of this Agreement, shall be made  or considered valid and enforceable unless evidenced by a written instrument executed  by the Parties (or the waiving or consenting Party with respect to a waiver or consent). 

Except as otherwise set forth in this Agreement, no failure to exercise, or delay in  exercising, any right, remedy, power, or privilege arising from this Agreement shall operate  or be construed as a waiver thereof; nor shall any single or partial exercise of any right,  remedy, power, or privilege hereunder preclude any other or further exercise thereof or  the exercise of any other right, remedy, power, or privilege. 

16.08 Remedies, Strict Observance of Obligations, Severability. The rights and remedies  available to a Party under the terms of this Agreement or recognized by law may be  exercised cumulatively and are not alternatives. No failure or delay by either Party, at any  time, to insist on the strict observance of an obligation or to exercise any right, remedy,  power, or privilege arising from this Agreement shall operate or be construed as a waiver  thereof. Any term or provision of this Agreement shall, whenever possible, be interpreted,  construed, limited or divided such as to be considered legal, valid and enforceable. A  declaration by a tribunal of competent jurisdiction that any term or provision of this  Agreement, or any part thereof, is void, invalid, illegal or unenforceable, shall not affect  the validity, legality or enforceability of any other term or provision of this Agreement, or  the rest of the term or provision considered.  

16.09 Equitable Relief. Licensee acknowledges and agrees that a breach or threatened breach  of its obligations under Section 9 (Confidentiality) or Section 3.1 (Use Restrictions), would cause  Licensor irreparable harm for which monetary damages would not be an adequate remedy and  agrees that, in the event of such breach or threatened breach, Licensor will be entitled to equitable relief, including a restraining order, an  injunction, specific performance, and any other relief that may be available from any court,  without any requirement to post a bond or other security, or to prove actual damages or  that monetary damages are not an adequate remedy. Such remedies are not exclusive  and are in addition to all other remedies that may be available at law, in equity, or  otherwise. 

16.10 Force Majeure. The Parties will not be responsible or liable to each other, or deemed in  default or breach hereunder by reason of any failure or delay in the performance of their obligations hereunder where such failure or delay is due to strikes, labour disputes, civil  disturbances, riot, rebellion, invasion, hostilities, war, terrorist attack, embargo, natural  disaster, epidemics, pandemics, acts of God, flood, tsunami, fire, sabotage, fluctuations  or non-availability of electrical power, heat, light, air conditioning or equipment, loss and  destruction of property, or any other circumstances or causes beyond a Party’s reasonable  control. 

16.11 Choix de la langue anglaise. The Parties confirm their wish that this Agreement, all  schedules attached thereto, if any, and all documents included therein by reference, as  well as all other documents relating hereto, including notices, have been and shall be  drawn up in English only. Les parties aux présentes confirment leur volonté que cette  convention toute annexe qui est jointe, le cas échéant, et tous les documents qui y  sont inclus par référence, ainsi que tout autre document s’y rattachant, y compris  tout avis, soient rédigés en langue anglaise seulement.