Software as a Service Agreement


Updated October 23, 2024

This Wealth Write-Up Inc. Software as a Service Agreement and related schedules (together with the Order Form (defined below), the ("Agreement"), effective as of the last date of the signature of the Order Form (defined below) (the "Effective Date"), is by and between Wealth Write-Up Inc., a Canadian corporation with offices located at 2000 Avenue McGill-College, Montréal, Québec, H3A 3H3, Canada ("Provider") and the customer identified on the Order Form (“Customer”). Provider and Customer may be referred to herein collectively as the "Parties" or individually as a "Party."

WHEREAS, Provider provides access to the Services (as defined below) to its customers;

AND WHEREAS, Customer desires to access the Services, and Provider desires to provide Customer access to the Services, subject to the terms and conditions of this Agreement.

NOW, THEREFORE, in consideration of the mutual covenants, terms, and conditions set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

1.              Definitions.

(a)            "Aggregated Data" means data and information related to Customer's use of the Services that is used by Provider in an aggregate and anonymized manner, including to compile statistical and performance information related to the provision and operation of the Services.

(b)            "Authorized User" means Customer's employees, consultants, contractors, and agents (i) who are authorized by Customer to access and use the Services under the rights granted to Customer pursuant to this Agreement; and (ii) for whom access to the Services has been purchased hereunder.

(c)            "Confidential Information" has the meaning set forth in Section 6.

(d)            "Customer Data" means, other than Aggregated Data, information, data, and other content, in any form or medium, that is submitted, posted, or otherwise transmitted by or on behalf of Customer or an Authorized User through the Services.

(e)            “Data Processing Addendum” means the Data Processing Addendum available at https://wealthwriteup.com/data-processing-addendum

(f)             "Documentation" means Provider's documentation relating to the Services provided by Provider to Customer either electronically or in hard copy form, including end user documentation relating to the Services available at https://app.wealthwriteup.com

(g)            "Feedback" has the meaning set forth in Section 7(c).

(h)            "Fees" has the meaning set forth in Section 5(a).

(i)             "Law" means any statute, law, ordinance, regulation, rule, code, order, constitution, treaty, common law, judgment, decree, or other requirement of any federal, provincial, territorial, municipal, or foreign government or political subdivision thereof, or any arbitrator, court, or tribunal of competent jurisdiction.

(j)             "Initial Term" has the meaning set forth in Section 12(a).

(k)            "Losses" has the meaning set forth in Section 10(a).

(l)             "Notice" has the meaning set forth in Section 13(d).

(m)          “Order Form” means the electronic or written form stating the name and address of the Customer, the Services ordered, the Fees payable, whether the Services are provided on an evaluation basis and any other relevant details.

(n)            "Provider IP" means the Services, the Documentation, and any and all intellectual property provided to Customer or any Authorized User in connection with the foregoing. For the avoidance of doubt, Provider IP includes Aggregated Data and any information, data, or other content derived from Provider's monitoring of Customer's access to or use of the Services, but does not include Customer Data.

(o)            "Renewal Term" has the meaning set forth in Section 12(a).

(p)            "Service Suspension" has the meaning set forth in Section 2(e).

(q)            "Services" means the software-as-a-service offering described in the Order Form.

(r)             "Term" has the meaning set forth in Section 12(a).

(s)            "Third-Party Claim" has the meaning set forth in Section 10(a).

(t)             "Third-Party Products" means any third-party software, content, data, or other materials, including related documentation, that are owned by persons other than Provider, that are provided with or incorporated into the Services.

2.              Access and Use.

(a)            Provision of Access. Subject to Customer's payment of Fees and compliance with the terms and conditions of this Agreement, Provider hereby grants Customer a non-exclusive, non-transferable (except in compliance with Section 13(k) right to access and use the Services during the Term, solely for use by Authorized Users in accordance with the terms and conditions herein. Such use is limited to Customer's internal use. Provider shall provide to Customer the necessary URL or other connections to allow Customer to access the Services. 

(b)            Documentation Licence. Subject to the terms and conditions contained in this Agreement, Provider hereby grants to Customer a non-exclusive, non-sublicenseable, non-transferable (except in compliance with Section 13(k)) licence to use the Documentation during the Term solely for Customer's internal business purposes in connection with its use of the Services.

(c)            Use Restrictions. Customer shall not use the Services for any purposes beyond the scope of the access granted in this Agreement. Customer shall not at any time, directly or indirectly, and shall not permit any Authorized Users to: (i) copy, modify, or create derivative works of the Services or Documentation, in whole or in part; (ii) rent, lease, lend, sell, license, sublicense, assign, distribute, publish, transfer, or otherwise make available the Services or Documentation, or use the Services or Documentation to operate a service bureau or similar service; (iii) use the Services or Documentation for purposes of benchmarking or competitive analysis of the Services, developing, using, or providing of a software product or service that competes with the Services or any other purpose that is to the Provider's commercial disadvantage; (iv) reverse engineer, disassemble, decompile, decode, adapt, or otherwise attempt to derive or gain access to any software component of the Services, in whole or in part; (v) remove any proprietary notices from the Services or Documentation; or (vi) use the Services or Documentation in any manner or for any purpose that infringes, misappropriates, or otherwise violates any intellectual property right or other right of any person, or that violates any applicable law.

(d)            Reservation of Rights. Provider reserves all rights not expressly granted to Customer in this Agreement. Except for the limited rights and licences expressly granted under this Agreement, nothing in this Agreement grants, by implication, waiver, estoppel, or otherwise, to Customer or any third party any intellectual property rights or other right, title, or interest in or to the Provider IP.

(e)            Updates. Provider may change, modify, upgrade, or discontinue any aspect or feature of Software in whole or in part. Such changes, upgrades, modifications, additions, or deletions will be effective immediately upon notice thereof, which may be made by posting such notice to the Provider's website or directly via email to Customer. In the event Provider modifies or discontinues any content or feature of the Services which results in reduction of functionality or degradation of the Services, Provider shall provide comparable functionality. Provider shall, from time to time, develop new features, which may be offered to Customer for additional fees.

(f)             Suspension. Notwithstanding anything to the contrary in this Agreement, Provider may temporarily suspend Customer's and any Authorized User's access to any portion or all of the Services if: (i) Provider reasonably determines that Customer has violated any of the use restrictions set out in Section 2(c); or (ii) in accordance with Section 5(d) (any such suspension described in subclause (i) or (ii), a “Service Suspension”). Provider shall use commercially reasonable efforts to provide written notice of any Service Suspension to Customer. Provider will have no liability for any damage, liabilities, losses (including any loss of data or profits), or any other consequences that Customer or any Authorized User may incur as a result of a Service Suspension.

(g)             Aggregated Data. Notwithstanding anything to the contrary in this Agreement, Provider may monitor Customer's and its Authorized Users’ use of the Services and collect and compile Aggregated Data. As between Provider and Customer, all right, title, and interest in Aggregated Data, and all intellectual property rights therein, belong to and are retained solely by Provider. Customer acknowledges that Provider may compile Aggregated Data based on Customer Data input into the Services, provided that such Aggregated Data do not identify Customer or Customer's Confidential Information.

3.              Evaluation Access. If the Order Form specifies that the Customer is being provided with access to the Services on a trial or evaluation basis (“Evaluation Access”), Section 5, Section 6, Section 9, Section 10(a), Section 11(a) and Section 13(a) will not apply, and the “Term” will be thirty (30) days. For greater certainty, Provider will have no liability for, and Customer hereby releases Provider from, any liability or damage arising out of or in connection with any Evaluation Access.

4.              Customer Responsibilities.

(a)            General. Customer is responsible and liable for all uses of the Services and Documentation resulting from access provided by Customer, directly or indirectly, whether such access or use is permitted by or in violation of this Agreement. Without limiting the generality of the foregoing, Customer is responsible for all acts and omissions of Authorized Users, and any act or omission by an Authorized User that would constitute a breach of this Agreement if taken by Customer will be deemed a breach of this Agreement by Customer. Customer shall use all reasonable efforts to make all Authorized Users aware of this Agreement's provisions as applicable to such Authorized User's use of the Services and shall cause Authorized Users to comply with such provisions. Customer is solely responsible for the security and proper creation, use and termination of all Authorized User names and passwords used in connection with the Services and shall take all reasonable steps to ensure that they are kept confidential and secure, are used properly and are not disclosed to unauthorized persons.

(b)            Third-Party Products. The Services may include or make use of Third-Party Products that are provided to Customer on license terms that are in addition to and/or different from those contained in this Agreement. Provider will provide notice of Third-Party Products included in the Services to the extent the license terms require Provider to do so. Provider is not responsible or liable to Customer in any way whatsoever in relation to Third-Party Products. Ownership of all Intellectual Property Rights in such Third-Party Products remains with the respective owners thereof. Customer is bound by and shall comply with the license terms of all Third-Party Products. Any breach by Customer or any of its Authorized Users of the license terms of any Third-Party Product is also a breach of this Agreement.

5.              SupportThe access rights granted hereunder entitles Customer to Provider’s customary support services as described at wealthwriteup.com/support for the Term.

6.              Fees and Payment.

(a)            Fees. Customer shall pay Provider the fees ("Fees") as set forth in the Order Form without off-set or deduction. Customer shall make all payments hereunder in Canadian dollars on or before the due date set forth in the Order Form.

(b)            Taxes. All Fees and other amounts payable by Customer under this Agreement are exclusive of taxes and similar assessments. Customer is 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 Customer hereunder, other than any taxes imposed on Provider's income.

(c)            Payment Terms. All amounts owing to the Provider (including all Fees, interest and applicable taxes) shall be paid within 30 days of an invoice thereto (the “Payment Period”), which invoice may be prepared by the Provider and delivered to the Customer at the end of each calendar month.

(d)            Late Payment. Following the end of the applicable Payment Period, any amount owing and not paid shall bear interest at the lower of (i) ten per cent (10%) per annum, calculated daily and compounded monthly, and (ii) the highest rate permitted under applicable laws. The Service Provider reserves the right to suspend or terminate the provision of the Services in the event of a default of payment of any amounts owing by the Customer to the Provider.

(e)            Payment Disputes. Any good faith dispute of any amount included in an invoice must be submitted to the Provider before the end of the applicable Payment Period. Notwithstanding Section 5(d), to provide the parties with sufficient time to settle such dispute, the disputed amount will not incur interest for a period of 30 days following the end of the applicable Payment Period (the “Dispute Period”). Notwithstanding anything to the contrary contained herein, any failure by the Customer to pay a disputed amount during the Dispute Period will not constitute a breach of this Agreement.

(f)             Increases. Except as otherwise agreed between the Parties, Provider shall be entitled to increase its Fees at renewal by multiplying the then-current Fees by a percentage equal to the sum of the annual percentage changes in CPI + 1%, as determined by Statistics Canada, for each applicable year of the then-current Term.

7.              Confidential Information. From time to time during the Term, either Party may disclose or make available to the other Party information about its business affairs, products, confidential intellectual property, trade secrets, third-party confidential information, and other sensitive or proprietary information[, whether orally or in written, electronic, or other form or media/in written or electronic form or media], [that is/and whether or not] marked, designated, or otherwise identified as "confidential" (collectively, "Confidential Information"). Confidential Information does not include information that, at the time of disclosure is: (a) in the public domain; (b) known to the receiving Party at the time of disclosure; (c) rightfully obtained by the receiving Party on a non-confidential basis from a third party; or (d) independently developed by the receiving Party. The receiving Party shall not disclose the disclosing Party's Confidential Information to any person or entity, except to the receiving Party's employees who have a need to know the Confidential Information for the receiving Party to exercise its rights or perform its obligations hereunder. Each Party shall hold the other's Confidential Information in confidence for the Term of this Agreement and thereafter and, unless required by law, shall not use the other's Confidential Information other than as required to exercise its rights or perform its obligations hereunder. Notwithstanding the foregoing, each Party may disclose Confidential Information to the limited extent required (i) in order to comply with the order of a court or other governmental body, or as otherwise necessary to comply with applicable law, provided that the Party making the disclosure pursuant to the order shall first have given written notice to the other Party and made a reasonable effort to obtain a protective order; or (ii) to establish a Party's rights under this Agreement, including to make required court filings. On the expiration or termination of the Agreement, the receiving Party shall promptly return to the disclosing Party all copies, whether in written, electronic, or other form or media, of the disclosing Party's Confidential Information, or destroy all such copies and certify in writing to the disclosing Party that such Confidential Information has been destroyed.

8.              Intellectual Property Ownership; Feedback; Residual Knowledge.

(a)            Provider IP. Customer acknowledges that, as between Customer and Provider, Provider owns all right, title, and interest, including all intellectual property rights, in and to the Provider IP and, with respect to Third-Party Products, the applicable third-party providers own all right, title, and interest, including all intellectual property rights, in and to the Third-Party Products. Customer acknowledges that (i) the Services are only made accessible for use, not licensed or sold, and (ii) the Documentation is licensed, not sold, to the Customer.

(b)            Customer Data. Provider acknowledges that, as between Provider and Customer, Customer owns all right, title, and interest, including all intellectual property rights, in and to the Customer Data. Customer hereby grants to Provider a non-exclusive, royalty-free, worldwide licence to reproduce, distribute, and otherwise use and display the Customer Data and perform all acts with respect to the Customer Data as may be necessary for Provider to provide the Services to Customer, and a non-exclusive, perpetual, irrevocable, royalty-free, worldwide licence to access, reproduce, modify, and otherwise use Customer Data to create data to be incorporated within the Aggregated Data. The Customer is solely responsible for the accuracy, quality, integrity, legality and reliability of all Customer Data.

(c)            Feedback. If Customer or any of its employees or contractors sends or transmits any communications or materials to Provider by mail, email, telephone, or otherwise, suggesting or recommending changes to the Provider IP, including without limitation, new features or functionality relating thereto, or any comments, questions, suggestions, or the like ("Feedback"), Provider is free to use, profit from, disclose, publish, keep secret, or otherwise exploit such Feedback, without compensating or crediting Customer or any Customer personnel providing such Feedback, and irrespective of any other obligation or limitation between the Parties governing such Feedback. To the extent required to give effect to the foregoing, the Customer hereby grants to the Service Provider a worldwide, royalty-free, fully paid-up, transferable, sub-licensable, irrevocable and perpetual right and license to access, use, implement, modify, commercially exploit, incorporate and otherwise use in any manner any and all Feedback.

(d)            Residual Knowledge. Nothing contained in this Agreement shall restrict Provider from the use of any general ideas, concepts, know-how, methodologies, processes, technologies, algorithms, or techniques of a general nature retained in the unaided mental impressions of its personnel which Provider develops or learns under this Agreement.

(e)            Use of Name and Logo. Provider may use Customer’s name and logo on Provider’s website and in any promotional and marketing materials. Provider will use the name and logo in accordance with Customer’s trademark and/or brand guidelines, if provided to Provider. To the extent Customer’s name constitutes Personal Information (as defined in the Data Processing Addendum), Customer expressly consents to Provider’s use of Customer’s name as set out in this Section.

9.              Personal Information. With respect to any Personal Information (as defined in the Data Processing Addendum) contained in the Customer Data, unless otherwise authorized by Customer, Service Provider will process such Personal Information in accordance with the Data Processing Addendum.

10.           Limited Warranty and Warranty Disclaimer.

(a)            Provider warrants that the Services will conform in all material respects to the specifications set forth in the Documentation, when accessed and used in accordance with the Documentation. Provider does not make any representations or guarantees regarding uptime or availability of the Services unless specifically identified in a separate service level agreement. THE FOREGOING WARRANTY DOES NOT APPLY, AND PROVIDER STRICTLY DISCLAIMS ALL WARRANTIES, WITH RESPECT TO ANY THIRD-PARTY PRODUCTS.

(b)            EXCEPT FOR THE LIMITED WARRANTY SET FORTH IN SECTION 9(a), THE PROVIDER IP IS PROVIDED "AS IS" AND PROVIDER HEREBY DISCLAIMS ALL WARRANTIES AND CONDITIONS, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE. PROVIDER SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND ALL WARRANTIES ARISING FROM COURSE OF DEALING, USAGE, OR TRADE PRACTICE. EXCEPT FOR THE LIMITED WARRANTY SET FORTH IN SECTION 9(a), PROVIDER MAKES NO WARRANTY OF ANY KIND THAT THE PROVIDER IP, OR ANY PRODUCTS OR RESULTS OF THE USE THEREOF, WILL MEET CUSTOMER'S OR ANY OTHER PERSON'S REQUIREMENTS, OPERATE WITHOUT INTERRUPTION, ACHIEVE ANY INTENDED RESULT, BE COMPATIBLE OR WORK WITH ANY SOFTWARE, SYSTEM, OR OTHER SERVICES, OR BE SECURE, ACCURATE, COMPLETE, FREE OF HARMFUL CODE, OR ERROR FREE.

11.           Indemnification.

(a)            Provider Indemnification.

(i)             Provider shall indemnify, defend, and hold harmless Customer from and against any and all losses, damages, or liabilities ("Losses") finally awarded and resulting from any third-party claim, suit, action, or proceeding ("Third-Party Claim") that the Services, or any use of the Services in accordance with this Agreement, infringes or misappropriates such third party's Canadian intellectual property rights, provided that Customer promptly notifies Provider in writing of the claim, cooperates with Provider, and allows Provider sole authority to control the defense and settlement of such claim.

(ii)            If such a claim is made or appears possible, the Provider may, at its sole discretion, (A) modify or replace the Services, or component or part thereof, to make it non-infringing, or (B) obtain the right for Customer to continue use. If Provider determines that neither alternative is reasonably available, Provider may terminate this Agreement, in its entirety or with respect to the affected component or part, effective immediately on written notice to Customer.

(iii)           This Section 10(a) will not apply to the extent that the alleged infringement arises from: (A) use of the Services in combination with data, software, hardware, equipment, or technology not provided by Provider or authorized by Provider in writing; (B) modifications to the Services not made by Provider; (C) Customer Data; or (D) Third-Party Products.

(b)            Customer Indemnification. Customer shall indemnify, hold harmless, and, at Provider's option, defend Provider from and against any Losses resulting from any Third-Party Claim that the Customer Data, or any use of the Customer Data in accordance with this Agreement, infringes or misappropriates such third party's [Canadian] intellectual property rights [and any Third-Party Claims based on Customer's or any Authorized User's (i) negligence or wilful misconduct; (ii) use of the Services in a manner not authorized by this Agreement[; (iii) use of the Services in combination with data, software, hardware, equipment or technology not provided by Provider or authorized by Provider in writing; or (iv) modifications to the Services not made by Provider]], provided that Customer may not settle any Third-Party Claim against Provider unless Provider consents to such settlement, and further provided that Provider will have the right, at its option, to defend itself against any such Third-Party Claim or to participate in the defence thereof by counsel of its own choice.

(c)            Sole Remedy. THIS SECTION 10 SETS FORTH CUSTOMER'S SOLE REMEDIES AND PROVIDER'S SOLE LIABILITY AND OBLIGATION FOR ANY ACTUAL, THREATENED, OR ALLEGED CLAIMS THAT THE SERVICES INFRINGE, MISAPPROPRIATE, OR OTHERWISE VIOLATE ANY INTELLECTUAL PROPERTY RIGHTS OF ANY THIRD PARTY. 

12.           Limitations of Liability. IN NO EVENT WILL PROVIDER BE LIABLE UNDER OR IN CONNECTION WITH THIS AGREEMENT UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT OR EXTRA-CONTRACTUAL LIABILITY (INCLUDING NEGLIGENCE), STRICT LIABILITY, AND OTHERWISE, FOR ANY: (I) CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, AGGRAVATED, OR PUNITIVE DAMAGES; (II) INCREASED COSTS, DIMINUTION IN VALUE, OR LOST BUSINESS, PRODUCTION, REVENUES, OR PROFITS; (III) LOSS OF GOODWILL OR REPUTATION; (IV) USE, INABILITY TO USE, LOSS, INTERRUPTION, DELAY, OR RECOVERY OF ANY DATA, OR BREACH OF DATA OR SYSTEM SECURITY; OR (V) COST OF REPLACEMENT GOODS OR SERVICES, IN EACH CASE REGARDLESS OF WHETHER PROVIDER WAS ADVISED OF THE POSSIBILITY OF SUCH LOSSES OR DAMAGES OR SUCH LOSSES OR DAMAGES WERE OTHERWISE FORESEEABLE. IN NO EVENT WILL PROVIDER'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT UNDER ANY LEGAL OR EQUITABLE THEORY EXCEED THE TOTAL AMOUNTS PAID TO PROVIDER UNDER THIS AGREEMENT IN THE SIX (6) MONTH PERIOD IMMEDIATELY PRECEDING THE DATE OF THE CLAIM. THE FEES PROVIDED FOR IN THIS AGREEMENT REFLECT THE ALLOCATION OF RISKS AND BOTH PARTIES HEREBY ACKNOWLEDGE AND AGREE TO THE LIMITATION OF LIABILITY SPECIFIED HEREIN.

13.           Term and Termination.

(a)            Term. The initial term of this Agreement begins on the Effective Date and, unless terminated earlier pursuant to this Agreement's express provisions, will continue in effect until the end of the period indicated as the Initial Term in the Order Form (the "Initial Term"). This Agreement will automatically renew for up to two (2) additional successive periods, each equal to the length of the period indicated as the Initial Term in the Order Form (each, a "Renewal Term" and together with the Initial Term, the "Term"), unless earlier terminated pursuant to this Agreement's express provisions or either Party gives the other Party written notice of non-renewal at least ninety (90) days prior to the expiration of the then-current term.

(b)            Termination. In addition to any other express termination right set forth in this Agreement:

(i)             Provider may terminate this Agreement, effective on written notice to Customer, if Customer: (A) fails to pay any amount when due hereunder, and such failure continues more than thirty (30) days after Provider's delivery of written notice thereof; or (B) breaches any of its obligations under Section 2(c) or Section 6;

(ii)            if a Party materially breaches the Agreement and fails to cure such breach within thirty (30) days of receipt of written notice from the other Party outlining the nature of such breach, then the other Party may terminate the Agreement; or

(iii)           either Party may terminate this Agreement, effective immediately upon written notice to the other Party, if the other Party: (A) becomes insolvent or is generally unable to pay, or fails to pay, its debts as they become due; (B) files or has filed against it, a petition for voluntary or involuntary bankruptcy or otherwise becomes subject, voluntarily or involuntarily, to any proceeding under any domestic or foreign bankruptcy or insolvency law; (C) makes or seeks to make a general assignment for the benefit of its creditors; or (D) applies for or has appointed a receiver, trustee, custodian, liquidator or similar agent appointed by order of any court of competent jurisdiction to take charge of or sell any material portion of its property or business.

(c)            Effect of Expiration or Termination. Upon expiration or earlier termination of this Agreement, Customer shall immediately discontinue use of the Provider IP and, without limiting Customer's obligations under Section 6, Customer shall delete, destroy, or return all copies of the Provider IP and certify in writing to the Provider that the Provider IP has been deleted or destroyed. No expiration or termination will affect Customer's obligation to pay all Fees that may have become due before such expiration or termination, or entitle Customer to any refund.

(d)            Waiver. The parties expressly renounce to the application of articles 2125 and 2129 of the Civil Code of Quebec.

(e)            Survival. This Section 12(e) and Section 1, Section 5, Section 6, Section 7, Section9(b), Section 10, Section 11, and Section 13 shall survive any termination or expiration of this Agreement. No other provisions of this Agreement survive the expiration or earlier termination of this Agreement.

14.           Miscellaneous.

(a)            Entire Agreement. This Agreement, together with any other documents incorporated herein by reference and all related schedules, constitutes the sole and entire agreement of the Parties with respect to the subject matter of this Agreement and supersedes all prior and contemporaneous understandings, agreements, and representations and warranties, both written and oral, with respect to such subject matter, which for greater certainty includes all such prior and contemporaneous understandings, agreements, and representations and warranties in respect of other products or services (including all licenses, rights to use, maintenance and support, and professional services agreements) offered or provided by Provider or its predecessors.

(b)            Independent Contractor. It is expressly understood and agreed that each party shall be acting as an independent contractor in performing its obligations hereunder and shall not be considered or deemed to be an agent, employee, joint venture or partner of the other party. Nothing in this Agreement shall prevent the Provider from providing any services to any other person.

(c)            Order of Precedence. In the event of any inconsistency between the statements made in the body of this Agreement, the related schedules, and any other documents incorporated herein by reference, the following order of precedence governs: (i) first, this Agreement, excluding its schedules; (ii) second, the schedules to this Agreement as of the Effective Date; and (iii) third, any other documents incorporated herein by reference.

(d)            Notices. Any notice, approval, request, demand, consent, instruction, offer or other communication (each, a “Notice”) required or permitted under this Agreement shall be in writing and shall be made or given by delivery (courier or otherwise) or by email communication, addressed in accordance with the notice details set out on the Order Form. Any Notice made or given by email shall be deemed to have been made and given when sent (or, if sent on a day that is not a Business Day or on a Business Day after 5:00 p.m. at the place of receipt, then on the next following Business Day). Any Notice made or given by delivery (by courier or otherwise) shall be deemed to have been made or given when in fact delivered to the address of the intended recipient.

(e)            Force Majeure. Neither Party shall be liable to the other for any failure or delay in the performance of its obligations under this Agreement (other than with respect to payment obligations under this Agreement) to the extent such failure or delay is caused by an unforeseen force majeure event for which the delayed party is not at fault.

(f)             Amendments and Modifications. No amendment to or modification of this Agreement is effective unless it is in writing and signed by an authorized representative of each Party.

(g)            Waiver. No waiver by any Party of any of the provisions hereof will be effective unless explicitly set forth in writing and signed by the Party so waiving. Except as otherwise set forth in this Agreement, (i) no failure to exercise, or delay in exercising, any rights, remedy, power, or privilege arising from this Agreement will operate or be construed as a waiver thereof, and (ii) no single or partial exercise of any right, remedy, power, or privilege hereunder will preclude any other or further exercise thereof or the exercise of any other right, remedy, power, or privilege.

(h)            Severability. If any provision of this Agreement is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability will not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction.

(i)             Governing Law.  This Agreement and all related documents, including all schedules attached hereto, and all matters arising out of or relating to this Agreement, whether sounding in contract, tort, extra-contractual obligations 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 that would cause the application of the laws of any jurisdiction other than those of the Province of Quebec.

(j)             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, including all statements of work, exhibits, schedules, attachments, and appendices attached to this Agreement, the services provided hereunder, and all contemplated transactions, shall be instituted in the courts of the Province of Quebec, and each Party irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action, litigation, or proceeding. 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. Each Party agrees that a final judgment in any such suit, action, litigation, or proceeding is conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. 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.

(k)            Assignment. Customer may not assign or otherwise transfer any of its rights or delegate or otherwise transfer any of its obligations hereunder, in each case whether voluntarily, involuntarily, by operation of law or otherwise, without the prior written consent of Provider, which consent shall not be unreasonably withheld, conditioned, or delayed. Any purported assignment, transfer, or delegation in violation of this Section will be null and void. No assignment, transfer, or delegation will relieve the assigning or delegating Party of any of its obligations hereunder. This Agreement is binding upon and inures to the benefit of the Parties and their respective permitted successors and assigns.

(l)             Equitable Relief. Each Party acknowledges and agrees that a breach or threatened breach by such Party of any of its obligations under Section 6 or, in the case of Customer, Section 2(c), would cause the other Party irreparable harm for which monetary damages would not be an adequate remedy and agrees that, in the event of such breach or threatened breach, the other Party 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.

(m)          Counterparts. This Agreement may be executed in counterparts, each of which is deemed an original, but all of which together are deemed to be one and the same agreement.

(n)            Language. The party to this Agreement on whom the essential terms and conditions or stipulations are unilaterally imposed and are not negotiable (the adhering party) acknowledges having been provided by the other party with a French version of the Agreement at no cost, and thereafter, has explicitly expressed its willingness to be bound by the Agreement written exclusively in English. The parties have expressly required and mutually agree to be bound exclusively by the English version of the Agreement. The parties further agree that all documents related to this Agreement, including notices and other communications, be drafted exclusively in English. La partie à cette convention pour qui les stipulations essentielles sont unilatéralement imposées et sont non négociables (la partie adhérente) reconnaît qu'une version française de celle-ci lui a été remise sans aucun frais par l'autre partie, et par la suite, avoir expressément exprimé sa volonté d'être liée à la convention rédigée exclusivement en anglais. Les parties ont expressément requis et conviennent mutuellement d'être liées exclusivement par la version anglaise de la convention. Les parties conviennent également à ce que tous les documents se rattachant à la convention, incluant les avis et autres communications, soient rédigés exclusivement en anglais.