1 Definitions In addition to the terms defined in the body of the Agreement, the following terms have the following meanings: “Activation Date” means the day following the issuance of user login names and Password(s) to Customer to access, by means of Customer’s Account, Platform Services. “Customer’s Account” has the meaning set forth in Section 3. “Customer Data” means any data, information (including, without limitation, any information about an identifiable individual or an individual whose identity may be inferred or determined from the information) or other materials of any nature recorded in any form whatsoever disclosed or provided to GainX by the Users (as defined in Section 3) in the course of using Platform Services, all information generated by the Users’ use of Platform Services and any content provided by GainX as part of any training modules or services for Customer. “Electronic Communications” means any transfer of signs, signals, text, images, sounds, data or intelligence of any nature transmitted in whole or in part electronically. “Platform Services” means the various software and data applications identified in the Exhibit A and which include accepted written requests for additional subscriptions pursuant to Section 2. 2 Orders Subject to the terms and conditions of this Agreement, GainX agrees to provide Customer, on a subscription fee basis, Platform Services modules as identified in Exhibit A. Platform Services shall be made available to Customer on-line at https://platform.gainx.com (or such other URL as GainX may designate from time to time) from a third party hosted facility and/or other systems used by GainX to host Platform Services (collectively, the “Systems”). Following the Activation Date, Customer may place orders for additional subscriptions to use Platform Services, by delivery of written request to GainX that is accepted by GainX. 3 Platform Services Subject to the terms and conditions of this Agreement, GainX grants to Customer, for use by Customer and its agents, contractors or employees (collectively, including Customer, the “Users”) a non-transferable, non-exclusive, non-sub-licensable right (the “Subscription Right”) to access and use Platform Services via the Internet during the Term and any Renewal Term. Users shall access Platform Services by means of a specific account (the “Customer’s Account”) and Passwords (as hereinafter defined) provided by GainX. 4 Passwords GainX shall issue to Customer, or shall authorize Customer to issue, a password (each, a “Password”) for each User authorized to access Platform Services using Customer’s Account. Customer is solely responsible for the confidentiality and use of its Passwords and Customer Account and all charges incurred from use of Platform Services accessed with the Passwords. In no event shall GainX be liable for any loss of Customer Data or other claims to the extent the same arose from unauthorized access to Customer’s Account by obtaining a Password caused by a negligent or wilful act of Customer. 5 Customer’s Conduct and Use Guidelines 5.1 Customer’s Lawful Conduct The Subscription Right is granted to Customer or any of Customer affiliates, exclusively for the internal use of Customer and its Users or Customer affiliates’ and its Users. Customer shall not, and shall not permit or suffer Users, directly or indirectly, to do any of the following acts (each an “Illegal Act” and collectively, the “Illegal Acts”): (i) reverse engineer, de-compile, disassemble or otherwise attempt to discover the source code or underlying ideas or algorithms of Platform Services; (ii) modify, translate, or create derivative works based on Platform Services; (iii) rent, lease, distribute, license, sublicense, sell, resell, assign, or otherwise commercially exploit Platform Services or make Platform Services available to a third party other than as contemplated in this Agreement; (iv) use Platform Services for timesharing or service bureau purposes or otherwise for the benefit of a third party; (v) publish or disclose to third parties any evaluation of Platform Services without GainX’s prior written consent; (vi) create any link to Platform Services or frame or mirror any content contained or accessible from, Platform Services; or (vii) violate any local, state, federal or foreign law, treaty, regulation or convention applicable to Customer in connection with Users’ use of Platform Services, which may include without restriction, the CAN-SPAM Act of 2003 (U.S.A.), the Personal Information Protection and Electronic Documents Act (PIPEDA) (Canada) and any other applicable legislation in Canada or any other jurisdiction enacted from time to time related to privacy, publicity, data protection, electronic communications and anti-spamming laws (and, without limiting the generality of the foregoing, Customer is solely and exclusively responsible for the collection, accuracy, currency, quality, legality, completeness and use of Customer Data that is stored on the System, disclosed to or used by Customer, Users or other authorized service providers in connection with Platform Services). 5.2 Certain Use Guidelines/Customer Prohibitions Customer shall not and shall not permit or suffer the Users to do any of the following acts (individually, a “Prohibited Act”, and collectively, “Prohibited Acts”): (i) wilfully tamper with the security of the Systems or tamper with other customer accounts of GainX, (ii) access data on the System not intended for Customer, (iii) log into a server or account on the System that Customer is not authorized to access, (iv) attempt to probe, scan or test the vulnerability of any Systems or to breach the security or authentication measures without proper authorization; or (v) wilfully render any part of the Systems unusable. 5.3 Customer Communications Responsibilities Customer agrees that it is solely responsible for the content of all communications (including without limitation, Electronic Communications) using Customer’s Account. Customer agrees that Users will not use Platform Services to communicate, by way of Electronic Communication or otherwise, any message or material that (i) is libellous, harmful to minors, obscene or constitutes pornography; (ii) is unlawful; or (iii) would otherwise give rise to civil liability, or that constitutes or encourages conduct that could constitute a criminal offence, under any applicable law or regulation (hereafter items (i), (iii) and (iii) are collectively referred to as “Communication Breaches”). 6 Ownership of Customer Data and Confidentiality 6.1 Customer Data Customer retains all right, title and interest in and to all Customer Data, subject to the license rights granted to GainX necessary to provide Platform Services and any support and other services under this Agreement. In particular, Customer grants GainX a non-exclusive royalty-free right to use, access and modify Customer Data as required to provide the Platform Services and any support and other services. Customer will identify an individual, employed or otherwise authorized by Customer, to respond to enquiries by GainX concerning any Customer Data provided to GainX and to promptly address all enquiries concerning such information. 6.2 Confidential Information As used herein, “Confidential Information” means all confidential information of a party (“Disclosing Party”) disclosed to the other party (“Receiving Party”), that is designated in writing as confidential as well as Customer Data and the terms and conditions of this Agreement (including pricing and other terms reflected in all Order Forms hereunder). The Receiving Party agrees to keep confidential all Confidential Information disclosed to it by the Disclosing Party, and to protect the confidentiality thereof in the same manner as it protects the confidentiality of similar information and data of its own (at all times exercising at least a reasonable degree of care in the protection of Confidential Information). GainX will restrict access to Customer’s Confidential Information to only those GainX employees, consultants and/or subcontractors necessary to successfully provide Platform Services and any support and other services pursuant to this Agreement. GainX shall cause each of its consultants and subcontractors who may provide Platform Services, support or other services to Customer to enter into a confidentiality agreement in favour of Customer on terms and conditions similar to this Section. Confidential Information shall not include information which: (i) is known publicly; (ii) is generally known in the industry before disclosure; (iii) has become known publicly, without fault of the Receiving Party, subsequent to disclosure by the Disclosing Party; or (iv) has been otherwise lawfully known or received by the Receiving Party. In receiving Customer Data from Customer, GainX agrees that: (a) all such Customer Data shall be used only in the manner and for such purposes that Customer and GainX have agreed upon in writing; and (b) GainX, as requested or directed by Customer, shall either return to Customer or destroy such Customer Data provided by Customer to GainX. GainX will use a secure and reliable process so that following destruction, the Confidential Information is not recoverable and the electronic device or media cannot be read by any commercially available tool. If requested by the Customer, GainX will produce a written certification of destruction from a reputable external vendor certifying secure destruction of the Confidential Information. This Section 6.2 will not be construed to prohibit the disclosure of Confidential Information if such disclosure is required by law or order of the court or other governmental authority. The parties agree to give the other party prompt notice of the receipt of any subpoena or other similar request for such disclosure. 6.3 Security Breach Report In the event of a Security Breach, GainX will (i) notify Customer immediately by telephone and in writing at the address provided for such purpose or otherwise designated by Customer in writing; (ii) assist Customer in the management of any consequences arising from it; (iii) take any reasonable steps necessary to mitigate any harms resulting from it; and (iv) take appropriate steps to prevent its recurrence and notify Customer of those steps. For the purpose of this Agreement, Security Breach means any actual or suspected violation of security or confidentiality of Customer’s Confidential Information, including any unauthorized use, disclosure, or loss of or any inability to account for such information. 6.4 Back-up and Disaster Recovery In performing the Services and operating the Services delivery technology, GainX will adopt and maintain back up and disaster recovery practices and take measures to prevent loss or damage to data in accordance with standards prevailing generally among suppliers providing comparable services to the financial industry. GainX will comply with any specific back-up practices or measures for data security agreed on with Customer. 7 Fees and Taxes 7.1 Fees Customer shall pay to GainX all of the fees (collectively, the “Fees”) specified on signing. Except as otherwise provided in Exhibit A, all Fees are quoted in Canadian dollars. Because Fees are based on monthly units of time, Fees for Platform Services purchased or terminated in the middle of a monthly period will be charged for that monthly period in full as well as for the remaining number of monthly periods in the Term or Renewal Term, as the case may be. 7.2 Invoicing, Payment and Overdue Payments Fees will be paid annually in advance in accordance with the terms set forth in Exhibit A. Unless otherwise stated in Exhibit A, Fees are due within 30 days from the invoice date. Invoices will be sent and paid electronically unless otherwise agreed with Customer. 7.3 Suspension of Service If any Customer account is 30 days or more overdue (except with respect to charges then under good faith dispute), in addition to any other rights and remedies (including the termination rights set forth in this Agreement), GainX reserves the right to treat Customer Account as either a Suspended Account or Cancelled Account without liability to Customer until such account is paid in full; provided, that GainX notifies Customer, in writing, of the delinquency and Customer fails to pay all undisputed amounts due within 30 days from receipt of such notice. “Suspended Account” shall mean that all logon attempts to Platform Services will be blocked and all support and other services will cease until Customer makes the full payment due and owing, including all Fees accruing during the suspension period. “Cancelled Account” shall mean all files within Customer Account directories will be permanently erased and Customer Account, Subscription Right and all support and other services will be terminated. A Suspended Account or Cancelled Account does not remove Customer’s obligation to pay those amounts outstanding to the date of such suspension or cancellation or thereafter for the remainder of the Term or Renewal Term, as the case may be. 7.4 Taxes Customer shall be responsible for all sales, use, value added, or other taxes or duties, as applicable, payable with respect to Fees or otherwise arising out of or in connection with this Agreement, other than GainX’s income taxes. Customer may deduct from payments to non-residents of Canada or the US any taxes or other amounts required to be withheld under applicable tax laws (including portion of any payment which is subject to Section 105 of the Regulations to the Income Tax Act (Canada) for services performed in Canada by a non-resident of Canada) and will remit the withheld amounts directly to the applicable taxing authority on or before their due date. 7.5 Expenses Customer shall be responsible to pay GainX for all pre-approved costs and expenses incurred by GainX in providing any support or other services to Customer pursuant to this Agreement. All reimbursable costs and expenses shall be pre-approved by Customer in writing. Customer agrees to pay such costs and expenses within 30 days of receipt of invoice by GainX. Customer is responsible for all its Internet connection charges, calling activities or phone bills related to the use of Platform Services. 7.6 Changes in Fees Unless otherwise set forth in Exhibit A, after the end of the Subscription Term GainX may, increase the fees for the services outlined in this Agreement by the lesser of 3% per year, or by the percentage increase per year no greater than the percentage increase in the CPI for the 12 months ending two months before the date of the increase. “CPI” means Consumer Price Index, all items, Toronto, as published by Statistics Canada.. 8 GainX IP and Aggregated Data Terms 8.1 The Platform Services and all intellectual property rights therein (including without limitation, copyrights, patents, trade secrets, trademarks, moral rights and other intellectual property rights, in and to Platform Services, all modifications, changes, enhancements, or additions thereto) and all intellectual property rights created by or in relation to the provision of any support or other services by GainX pursuant to this Agreement (collectively, “GainX IP”), are owned by GainX or its licensors. Except for the Subscription Right, nothing in this Agreement gives Customer or its Users any right, title or interest in, to or under any of Platform Services or any GainX IP and GainX reserves all such rights. 8.2 Customer grants GainX the right to anonymize Customer Data so that it does not identify Users or specific transactions carried out by Users, nor contains any Customer Confidential Information, (“Anonymous Data”). Customer agrees that GainX (i) will own the Anonymous Data, (ii) may create derivative works from and extract information from the Anonymous Data and combine Anonymous Data (hereafter “Aggregate Data”), to use the Aggregate Data on an Aggregate Basis (as defined below) only in the furtherance of GainX’s business, and (iii) may disclose and publish Aggregate Data on an Aggregate Basis to any party through any means. For greater certainty, GainX is prohibited from (and such right and license specifically excludes) disclosing Customer Data other than on an Aggregate Basis, except with the express written consent of Customer. “Aggregate Basis” means that GainX combines parts of information collected or processed from Customer (that does not contain any Users’ name) with other information from any or all other customers and users that use its software or in a manner that does not disclose any individually identifiable information about Customers or any specific transactions Customers have engaged in. 9 Term and Termination 9.1 Term and Renewal Term The term of this Agreement shall commence on the Effective Date. The Subscription Rights shall commence on the Activation Date and shall continue for two (2) years until or until such other period agreed in writing by the parties (the “Subscription Term”) unless earlier terminated in accordance with the provisions of this Agreement, or by the Customer, for convenience, upon 30 days’ notice. In the event of an early termination by Customer for convenience, Customer will be obliged to pay GainX at the agreed on rates for all services performed up to the effective end date, subject to refund of any unearned, prepaid fees, but will not be liable for any other charges for ending this Agreement. The initial term of this Agreement shall expire at the end of the Subscription Term but the parties may agree to renew the Subscription Term upon mutual agreement in writing (each, a “Renewal Term”) on the GainX standard licencing fees as set out in Exhibit A. All other terms and conditions will be as provided herein (or as may be otherwise negotiated between the parties). 9.2 Suspension of Service GainX may, at its sole option, and in addition to any other right herein, suspend Customer’s access to Platform Services immediately as if Customer Account was a Suspended Account and take any remedial action under any applicable law in the event of an Illegal Act, Prohibited Act or Communication Breach. 9.3 Termination This Agreement may be terminated by one party upon the occurrence of any of the following events, each of which shall be deemed to be a material breach of the terms of this Agreement: (a) if the other party fails to perform any of its obligations, or there is a material breach of any of the provisions of this Agreement; provided that the party terminating this Agreement shall first have given prior written notice to the other of its intent to terminate, together with details of the default causing the termination, and the party receiving such notice shall have been given 30 days to cure any such default; or (b) if the other party (A) ceases or threatens to cease to carry on its business, commits an act of bankruptcy, makes an assignment or bulk sale of its assets, or proposes a compromise or arrangement to its creditors, or (B) is subject to any proceeding that is taken to (i) compromise or make an arrangement with that party’s creditors, (ii) obtain an order to assign that party into bankruptcy or winding-up that party, or (iii) obtain an order to appoint a receiver over any part of that party’s assets, and in each case, such proceeding are not dismissed within 60 days of such proceeding being initiated. 9.4 Events on Termination Upon termination of this Agreement: (a) each of the parties shall deliver or destroy all Confidential Information of the other party (including, without limitation confidential information and Customer Data, but subject to Section 8) which is in its possession, care or control; (b) if GainX terminates this Agreement in accordance with Section 9.3(a) or (b), Customer shall be required to forthwith pay, as compensation for the early termination of this Agreement (and not as a penalty), those Fees and charges otherwise payable for the remainder of the Term. (c) if Customer terminates this Agreement in accordance with Section 9.3(a) or (b), Customer shall only pay those Fees that have accrued up to the date of its notice of termination and any prepaid Fees shall be forthwith paid by GainX to Customer; (d) each of the parties shall release the other from all obligations under this Agreement, save and except for obligations accrued and owing up to the effective date of termination and those surviving obligations set forth in Section 9.4(e) hereof; and (e) the provisions in Section 5, 6, 7, 8, 9, 11, 12 and 13 of this Agreement shall continue in force following termination of this Agreement. 10. Access. GainX shall have the right to access Customer’s Account from time to time, for purposes of providing support, administration, invoicing and to inspect Customer’s utilization of Platform Services so as to ensure Customer’s compliance with the provisions of this Agreement, as reasonably necessary in GainX’s sole discretion. 11 Limited Warranties and Disclaimers 11.1 Functionality Warranty GainX warrants that Platform Services will operate in substantial conformity with the applicable documentation provided by GainX. For any breach of this warranty, Customer’s sole and exclusive remedy and GainX’s sole and exclusive liability, shall be for GainX to correct any reported failure in Platform Services causing a material breach of this warranty, or, if GainX is unable to provide such correction, Customer shall be entitled to recover that prepaid portion of the Fees in respect of the non-conforming Platform Services. 11.2 Security Warranty GainX has implemented Appropriate Security Measures. “Appropriate Security Measures” means commercially reasonable technical, physical and procedural controls to protect Customer Data against destruction, loss, alteration, unauthorized disclosure to third parties or unauthorized access by employees or contractors employed by GainX, whether by accident or otherwise. However, Customer acknowledges and agrees that, notwithstanding such Appropriate Security Measures, use of or connection to the Internet provides the opportunity for unauthorized third parties to circumvent such precautions and illegally gain access to Platform Services and Customer Data. Accordingly, GainX cannot and does not guarantee the privacy, security or authenticity of any information so transmitted over or stored in any system connected to the Internet. 11.3 Exclusions: Except as expressly stated in this Section 11, there are no warranties or conditions (whether implied or arising by statute or otherwise in law or from a course of dealing or usage of trade) for Platform Services. GAINX DISCLAIMS ALL STATUTORY OR IMPLIED WARRANTIES AND CONDITIONS INCLUDING WITHOUT LIMITATION THE CONDITIONS AND/OR WARRANTIES OF MERCHANTABILITY, MERCHANTABLE QUALITY OR FITNESS FOR ANY PURPOSE, PARTICULAR, SPECIFIC OR OTHERWISE. GainX does not warrant that the functions contained in Platform Services or any results derived from the Platform Services will be accurate or effective to meet Customer’s requirements or needs, or that the operation of Platform Services will be uninterrupted or error-free. Further, GainX does not warrant that Platform Services will be precisely as described in the documentation or that all errors will be corrected. 11.4 Limitation of Liability (a) EXCEPT FOR (I) A BREACH OF ITS OBLIGATIONS FOR CONFIDENTIAL INFORMATION, OR (II) A PARTY’S INTENTIONAL MISCONDUCT OR UNLAWFUL ACT, NEITHER PARTY OR ITS SUPPLIERS, AFFILIATES, DIRECTORS, OFFICERS, EMPLOYEES OR AGENTS WILL BE LIABLE TO THE OTHER FOR ANY SPECIAL, INDIRECT, INCIDENTAL, CONSEQUENTIAL, PUNITIVE OR EXEMPLARY DAMAGES OF ANY KIND WHATSOEVER, WHETHER OR NOT FORESEEABLE (INCLUDING, WITHOUT LIMITATION, LEGAL FEES) IN ANY WAY DUE TO, RESULTING FROM, OR ARISING IN CONNECTION WITH THIS AGREEMENT REGARDLESS OF THE FORM OF THE ACTION INCLUDING, WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, LOSS OF BUSINESS, LOST PROFITS OR REVENUE, FAILURE TO REALIZE EXPECTED SAVINGS, LOST DATA OR ANY FAILURE OF SECURITY RESULTING IN ANY WAY FROM THE CUSTOMER OR USER’S USE OF PLATFORM SERVICES ARISING OUT OF, OR RESULTING FROM, (I) THE USE OF OR INABILITY TO USE PLATFORM SERVICES (b) The Limitation of Liability provisions (Subsection 11.4 (a)) shall not apply to any indemnification given by one party to the other party pursuant to Section 12 or any harm caused by an Illegal Act or wilful misconduct of a party. (c) The essential purpose of this Section 11 is to limit the potential liability of the parties arising under this Agreement. The parties acknowledge that the limitations set forth in this Section 11 are integral to the amount of consideration levied in connection with the license of Platform Services and Support and that, were GainX to assume any further liability, such consideration would out of necessity, been set much higher. 12 Indemnification 12.1 Customer Indemnification Customer agrees to indemnify and hold harmless GainX and its officers, directors, shareholders, employees and agents from and against all third party Claims (as hereafter defined) arising from (i) any Illegal Acts, Prohibited Acts or Communication Breaches or (ii) that Customer Data infringes, misappropriates or violates any copyrights, trademarks, trade secrets or other proprietary rights of, or has otherwise caused harm to, a third party. “Claim” shall mean all losses, liabilities, damages, claims, taxes, and all related costs and expenses incurred by a party hereto only as the direct result of third party claims against such party, including, without limitation, reasonable attorney’s fees and costs of investigation, litigation, settlement, judgment, interest and penalties. 12.2 GainX Indemnification GainX shall indemnify and hold harmless Customer and its officers, directors, shareholders, employees and agents arising from and against all third party Claims for infringement, misappropriation or violation of copyrights, trademarks, trade secrets or other proprietary rights of a third party associated with any portion of Platform Services. Notwithstanding the foregoing (but subject to Section 12.1), if GainX reasonably believes that the Users’ use of any portion of Platform Services is likely to be enjoined by reason of a Claim of infringement, violation or misappropriation of any third party’s copyrights, trademarks, trade secrets or other proprietary rights, then GainX may, at its sole option and expense: (i) procure for Customer the right to continue using the such Platform Services or any portion thereof; (ii) replace the same with other software, services or other material of equivalent functions and efficiency that is not subject to an action described in this section; or (iii) modify the applicable software, support services or other material so that there is no longer any infringement or breach, provided that such modification does not adversely affect the functional capabilities of Platform Services as set out herein. GainX shall have no liability respecting any Claim of infringement or breach as aforesaid to the extent such Claim is based upon the combination, operation or use of Platform Services with other equipment, software, apparatus, devices or things not supplied by GainX or in a manner not substantially consistent with GainX’s specifications and instructions. This section states the entire liability of GainX for any type of infringement or breach whatsoever of intellectual property rights of third parties resulting from or relating to the provision by GainX of Platform Services. 12.3 Mutual Provisions Each party’s indemnity obligations in this Section 12 are subject to the following: (i) the aggrieved party shall promptly notify the indemnifier in writing of the Claim; (ii) the indemnifier shall have sole control of the defence and all related settlement negotiations with respect to the Claim; and (iii) the aggrieved party shall cooperate fully to the extent necessary, and executes all documents necessary for the defence of such Claim. 13 General Provisions 13.1 Entire Agreement This Agreement, inclusive of the Schedules and any amendments or additions thereto, constitutes the entire agreement and sets forth the entire understanding between the parties hereto with respect to the subject matter hereof and supersedes all prior agreements, covenants, arrangements and discussions with respect thereto. 13.2 Marketing GainX shall not have the right to use Customer’s name and logo to identify Customer as a customer of GainX’s on GainX’s website, GainX’s corporate promotional and marketing literature, or otherwise, nor use Customer’s name or mark in any press release or any other public message, without first getting Customer’s consent, which Customer may withhold at its discretion. GainX may not communicate with any regulator of Customer about the subject matter of this Agreement or any matter involving Customer without Customer approval. 13.3 Relationship of Customer and GainX Nothing contained in this Agreement shall be deemed or construed as creating a joint venture or partnership between the parties; no party is by virtue of this Agreement authorized as an agent, employee or agent representative of the other party. 13.5 Non-Exclusivity Nothing in this Agreement will be construed to prevent GainX from marketing, licensing, selling or otherwise providing Platform Services or any aspects of GainX’s technology or services to any third party. Nothing in this Agreement will be construed to prevent Customer from obtaining services similar to Platform Services from a third party. 13.6 Modifications and Waiver No modification of, amendment or addition to this Agreement is valid or binding unless set forth in writing and fully executed by both parties hereto. Any waiver of any right or remedy under this Agreement must be in writing and signed by each party. No delay in exercising any right or remedy shall operate as a waiver of such right or remedy or any other right or remedy. A waiver on one occasion shall not be construed as a waiver of any right or remedy on any future occasion. 13.7 Assignment Neither party may transfer or assign its rights and obligations hereunder without prior written approval of the other party; provided, that GainX may transfer and assign all (but not less than all) of its rights and obligations hereunder to the acquiring entity in the event of any change of majority ownership stake, or greater than 50% of the assets and liabilities of GainX, by purchase or merger during the term of this Agreement. This Agreement shall be binding upon and shall inure to the benefit of GainX and Customer and each of their successors and permitted assigns. 13.8 Governing Law The rights and obligations of the parties and all interpretations and performance of this Agreement shall be governed by and construed in accordance with the laws of the Province of Ontario an the laws of Canada applicable in connection therewith, without regard to conflicts of laws principles. The parties agree that the provisions of the United Nations Convention on Contracts for the International Sale of Goods do not apply to this Agreement. The parties irrevocably and unconditionally attorn to the exclusive jurisdiction of the courts of the Province of Ontario and all courts competent to hear appeals therefrom. 13.9 Notices Any notices, demands and other communications hereunder shall be in writing and shall be delivered, sent by electronic transmission, or by mail, registered or certified, return receipt requested, postage prepaid. All notices shall be effective and deemed to be delivered (i) if mailed, it shall be deemed to have been given when received; or (ii) if delivered or sent by facsimile, on the business day following the date of dispatch or the date of transmission, as the case may be. Either party may change the address for notice by giving written notice of such change to the other party in the manner provided in this Section. 13.10 Severability If any provision of this Agreement is held to be unenforceable or illegal by a court of competent jurisdiction, such provision shall be modified to the extent necessary to render it enforceable, or shall be severed from this Agreement, and all other provisions of this Agreement shall remain in full force and effect. 13.11 Facsimile Transmission/Counterparts. This Agreement (including any Order Form) may be executed and delivered by facsimile or other electronic means of transmission, and upon receipt such transmission shall be deemed delivery of an original. Within a reasonable time after such electronic delivery, the party executing the document shall mail or deliver an originally signed copy of such document to the other party. This Agreement (including any Order Form) may be executed in several counterparts each of which when executed shall be deemed to be an original, and such counterparts shall each constitute one and the same instrument and notwithstanding their date of execution shall be deemed to bear the day and year first above written. 13.12 Force Majeure Neither party to this Agreement shall be liable to the other for any failure or delay in performance by circumstances beyond its control, including but not limited to, acts of God, fire, labour difficulties, governmental action or terrorism, provided that the party seeking to rely on such circumstances gives written notice of such circumstances to the other party hereto and uses reasonable efforts to overcome such circumstances.