THIS AGREEMENT, INCLUDING ANY MODIFICATIONS MADE TO IT (IN ACCORDANCE WITH THIS AGREEMENT) FROM TIME TO TIME, CONSTITUTES AN AGREEMENT BETWEEN ADOXIO BUSINESS SOLUTIONS LIMITED (“ADOXIO”) AND YOU (“CUSTOMER”). ADOXIO IS WILLING TO LICENSE ITS PROPRIETARY SOFTWARE TO YOU ONLY UPON THE CONDITION THAT YOU ACCEPT ALL OF THE TERMS AND CONDITIONS CONTAINED IN THIS END USER LICENSE AGREEMENT ("AGREEMENT"). READ THE TERMS CAREFULLY BEFORE USING OR INSTALLING THE SOFTWARE, AS USING THE SOFTWARE WILL INDICATE YOUR ASSENT TO THEM. IF YOU DO NOT AGREE TO THESE TERMS, DO NOT USE OR INSTALL THE SOFTWARE. 1. Definitions 1.1. “Customer” shall be defined as above. 1.2. “Customer Data” shall mean all data loaded into or through to Third Party Software using the Online Service by or on behalf of the Customer. 1.3. “Deliverable” shall mean a Software Deliverable, and any other deliverables provided as part of the Professional Services listed in a SOW but shall not include any items, including software and documentation, which Customer may have licensed from Adoxio or another party under separate contract. 1.4. “Documentation” means all written or electronic materials provided to Customer by Adoxio for facilitating use of the Online Service as applicable, but does not include advertising or similar promotional materials. 1.5. “Effective Date” is the Schedule Effective Date of the first executed SOW. 1.6. “Force Majeure” shall mean any event outside of Adoxio’s control which renders the Online Service unavailable, such as, but not limited to, a natural disaster, fire, or an extended power or an electrical or Network outage. 1.7. “Intellectual Property Rights” shall mean all copyrights, trade secrets, patents, and other intellectual property rights or portion thereof including, but not limited to, the ideas, methodologies, methods of operation, processes, and look and feel in the Deliverables and the Online Service. 1.8. “Network” means the Internet, phone network, cell phone network, and other transmission methods by which the Online Service is delivered. 1.9. “Online Service” means the “Regulate 365 for License and Permit” provided by Adoxio to Customer via the Network which contains access to the services listed in the Schedules and related Documentation. It shall also include all corrections, upgrades new releases of the Online Service as may be provided to Customer by Adoxio from time to time under a Support Plan or other agreement. For the sake of clarity, the Online Service does not include any source code or Related Systems. 1.10. “Professional Service” means all services provided under a SOW or additional services which are billed by the hour at Adoxio’s then current rates. 1.11. “Related Systems” shall mean Customer owned or operated computers, web-browsers, operating systems, firewalls, e-mail servers, LDAP servers, portals, Networks, third party software and any other hardware or software that connects to the Online Service or affects the Online Service if they are not configured or operating properly, whether or not provided by or configured by Adoxio. 1.12. “Schedule” means one or more schedules of services to be delivered to the Customer which is signed by both Adoxio and the Customer which references this Agreement. 1.13. “Software Deliverable” shall mean any software which is delivered to Customer for use on its computers and any Documentation and any other materials related thereto provided to Customer under this Agreement. 1.14. “Specifications” means the specifications for Deliverables provided in a SOW, if any. Any Specifications produced pursuant to a SOW and approved by the Customer shall supersede any original specifications in such SOW. 1.15. “Statement of Work” or “SOW” means one or more executed Schedules listing Professional Services and Deliverables to be provided by Adoxio. 1.16. “Support Services” shall mean the services specified in the Support Plan, including reasonable technical support via telephone, e-mail, and/or the web, to answer questions or provide assistance in the use of the Online Service. 1.17. “Training Materials” shall mean the instructor guide(s), student guide(s), job aids, recorded executable files, and/or tutorials developed by Adoxio for one or more Adoxio products, but shall not include any e-Learning Courseware. 2. License and Third Party Connectivity 2.1. Adoxio shall provide access to the Online Service to Customer via the Network as specified in the Schedules. Any use of the Online Service prior to the Commencement Date specified in the Schedules shall be considered a trial period during which the terms of this Agreement do not apply and the use of the Online Service is entirely at the risk of Customer. 2.2. Adoxio may periodically make available updates to the Online Service (“Updates”) but makes no representations as to the frequency of such Updates or the features or enhancements that will be provided in the Updates. 2.3. Adoxio grants Customer a limited, non-exclusive, non-transferable, and world-wide license to access and use the Online Services and the Software Deliverables during the term of the Agreement. 2.4. Customer acknowledges and agrees that Adoxio will in no way use, store or access Customer Data and will only provide Customer with access and connectivity to third party applications and software solutions offered by Microsoft Corporation and other third parties (the “Third Party Software”). Customer use of Third Party Software is subject to any agreements, online or other terms and conditions and service level agreements as may be agreed to directly between Customer and Microsoft Corporation or such other third party and Adoxio makes no representation, warranty or covenant in relation to the appropriateness or effectiveness of any agreements between Customer and Microsoft Corporation or any other third parties or in relation to the security, availability, access to or support relating to Customer use of Third Party Software. For further certainty, Adoxio shall not be responsible if Customer Data is lost or corrupted in between scheduled backups or for a reason caused by the acts or omissions of Customer or any Third Party Software. 2.5. Customer acknowledges that any and all obligations relating to the Online Service and its functionality shall be between Customer and Microsoft Corporation or any other applicable third party. In a Force Majeure event, Customer acknowledges that Online Service may not be available and that the Online Service may be provided on a reduced use basis and may require Customer to make changes to the procedures used to access the Online Service. 2.6. Adoxio shall provide the Support Services specified in Schedule C as appended to this Agreement. 3. Customer Responsibilities 3.1. Customer has sole responsibility to (a) make backup copies of data, files, and programs located on its own equipment and shall employ all necessary security measures to ensure its valuable information is kept secure from unauthorized or accidental erasure or changes when connected to the Online Service or using any Third Party Software, (b) check the accuracy of information processed using the Online Service or any Third Party Software, (c) terminate old users and periodically change passwords in the Online Service in order to ensure continued security of the Online Service, and (d) manage and configure its Related Systems and ensure they operate properly. Adoxio shall have no obligation to store, backup or keep Customer Data pursuant to this Agreement and any Customer Data incidentally retained by Adoxio shall be destroyed in accordance with Adoxio`s then applicable data retention policies. 3.2. Customer assumes all responsibilities and obligations and expertise with respect to (a) the selection of the Online Service to meet its intended results, (b) any and all arrangements required with Third Party Software and related providers, and (c) any decision it makes based on the Professional Services or the results produced by the Online Service. Customer understands and acknowledges that Adoxio is not engaged in rendering professional advice either as a service or through the Online Service relating to the Third Party Software and related terms and conditions of use and it is not relying on Adoxio for any advice or guidance regarding such Third Party Software. To the extent permitted by law, Customer shall indemnify and hold Adoxio harmless from claims and demands of its employees or former employees arising from the use by Customer of the Online Service and the use of Third Party Software. 3.3. Customer has not relied on the availability of any future version or features of the Online Service, in order to enter into this Agreement. 3.4. If Customer suspects a failure of the Online Service to perform as set forth in the Documentation, it shall notify Adoxio, provide a detailed description of the problem, steps to reproduce the problem, and other assistance as Adoxio may reasonably request to allow it to investigate the problem. 3.5. Support Services are not to be used as an alternative to obtaining training or Professional Services. Customer shall make every prudent effort to refer to the Documentation as a first step in answering questions and learning functions of the Online Service prior to contact with Adoxio with regard to problems or questions. 3.6. Customer is solely responsible to ensure Related Systems operate properly. The support provisions of this Agreement do not apply to Related Systems or problems in the Online Service caused by Related Systems, regardless of who provided, installed, or distributed such. Should Adoxio identify that the root cause of a problem is caused by Customer modifications to the Online Service or problems in Related Systems it shall notify Customer and request approval to provide additional assistance (if applicable). Should Customer give its approval, the additional time spent by Adoxio after such approval shall be considered a Professional Service. 3.7. Customer shall not perform any stress test, load test, or security test on the Online Service without first obtaining Adoxio’s permission and executing a Statement of Work for the services required by Adoxio to support such tests. 4. Term and Termination 4.1. The term of this Agreement and all work completed pursuant to the Schedules thereto starts on the Effective Date and terminates when all Schedules terminate. 4.2. Upon termination or non-renewal of this Agreement, the Customer’s rights to the Online Services and any Software Deliverables granted herein shall be of no further force or effect, and Customer shall, within thirty (30) days after such termination destroy or permanently purge all copies of the Software Deliverables then in its possession or control. 4.3. Any indemnities, warranties, waivers and any payment obligations incurred by Customer prior to or upon termination shall survive termination of this Agreement. 4.4. If either party commits a material breach of this Agreement, and should such breach not be corrected within thirty (30) days after receipt of written notice from the non-breaching party, this Agreement may be terminated by the non-breaching party upon written notice. 5. Proprietary Right, Non-Disclosure and Protection of Personal Information 5.1 Each party shall maintain as confidential and shall not disclose, publish, or use for purposes other than as intended in this Agreement the other party’s Confidential Information except to those employees, contractors, legal or financial consultants and auditors of the recipient and its affiliates who need to know such information in connection with the recipient’s performance of its rights and obligations under the Agreement and in the normal course of its business and who are bound by confidentiality terms no less stringent than the terms contained herein. “Confidential Information” shall include, but shall not be limited to, the Software Deliverables, Customer Data, the Online Service, the pricing and terms of this Agreement, benchmarks, statistics or information on the capabilities of the Online Service, financial information, business plans, the Confidential Deliverables (as defined herein), technology, marketing or sales plans that are disclosed to a party and any other information that is disclosed pursuant to this Agreement and reasonably should have been understood by the receiving party to be proprietary and confidential to the disclosing party because of (i) legends or other markings, (ii) the circumstances of disclosure, or (iii) the nature of the information itself. Each party shall protect such Confidential Information with reasonable care and no less care than it would exercise to protect its own Confidential Information of a like nature and to prevent the unauthorized, negligent, or inadvertent use, disclosure, or publication thereof. Notwithstanding anything else in this Agreement, either party may disclose Confidential Information in accordance with a judicial or governmental order, or as otherwise required by law, provided that the recipient either: (i) gives the disclosing party reasonable notice prior to such disclosure to allow the disclosing party a reasonable opportunity to seek a protective order or equivalent, or (ii) obtains written assurance from the applicable judicial or governmental entity that it will afford the Confidential Information the highest level of protection afforded under applicable law or regulation. Notwithstanding the foregoing, neither party shall disclose any computer source code that contains Confidential Information in accordance with a judicial or other governmental order unless it complies with the requirement set forth in sub-section (i) of this Section 5. 5.2. Either party may disclose the existence of this Agreement and its terms to the extent required by law, the rules of any applicable regulatory authority or the rules of a stock exchange or other trading system on which that party's securities are listed, quoted, and/or traded. 5.3. Any administrative tools that may from time to time be used or provided by Adoxio to Customer to assist in setup of the Online Service and any other Documentation (collectively the “Confidential Deliverables”) are trade secrets of Adoxio and contain especially valuable Intellectual Property Rights. Customer shall limit access to Confidential Deliverables to those on a need to know basis and shall not duplicate this portion of the Documentation. 5.4. Breach of the obligations in Section 5 may cause irreparable damage to the disclosing party and therefore, in addition to all other remedies available at law or in equity, the disclosing party shall have the right to seek equitable and injunctive relief for such breach. In the event of any litigation to enforce or construe this Section 5, the prevailing party shall be entitled to recover, in addition to any charges fixed by the court, its costs and expenses of suit, including reasonable attorneys’ fees, costs and expenses. 5.5. Adoxio shall retain all rights, title, and interest in the Training Materials and any Software Deliverables that may be provided to Customer by Adoxio relating to the Online Service. Customer shall not alter, modify, copy, edit, format, translate, or create derivative works of these materials, except as provided herein or when approved in writing by Adoxio. Customer may (a) copy the Training Materials and Deliverables for purposes of making backup and archival copies, and (b) duplicate the Training Materials and Documentation for the purpose of training authorized users without payment to Adoxio provided that all trademarks, copyright notices and other proprietary markings on the Training Materials and Documentation are reproduced. Customer’s license to use the Training Materials is granted solely for the purpose of permitting Customer to train authorized users. No other use of the Training Material is permitted and all terms and conditions of this Agreement apply to all copies and derivative works. 5.6. Customer shall at all times control, retain and own all title, rights, and interest in Customer Data. Adoxio has no liability to Customer for any Customer Data used, stored or processed through Third Party Software and Customer acknowledges and agrees that Customer is responsible for and any all arrangements with third parties in using or accessing Third Party Software. 5.7. Adoxio shall own all rights and interest in the Deliverables produced under a SOW which incorporate any pre-existing Adoxio materials. Customer is granted royalty free, perpetual, worldwide rights to use such Deliverables. All other Deliverables produced under a SOW (i.e. those Deliverables incorporating no pre-existing Adoxio materials) shall be considered works made for hire and shall be owned by Customer. 5.8. Both parties agree to comply with all applicable privacy and data protection statutes, rules, or regulations governing the respective activities of the parties. Customer hereby consents to the use, processing and/or disclosure of Customer’s data only for the purposes described herein and to the extent such use or processing is necessary for Adoxio to carry out its duties and responsibilities under this Agreement or as required by law. 6. Payments, Credits, and Refunds 6.1. Customer shall pay all fees specified in Schedules to Adoxio or its designated representative. Unless specified otherwise in the Schedules: (i) fees are based on services purchased in the Schedules and overage fees, (ii) payment obligations specified in each Schedule are non-cancelable and fees paid are non-refundable, (iii) the quantities ordered under the Schedule cannot be decreased during the term, and (iv) all fees quoted and payments made hereunder shall be in U.S. Dollars. The Schedules specify how the Customer may use the Online Service and how the usage of the Online Service will be measured. Any use of the Online Service in excess of the amounts specified in the Schedules shall be billed as incurred to the Customer monthly in arrears at 125% of the unit prices specified in the Schedule (“Overage Fees”). 6.2. Unless indicated otherwise in a SOW, Customer shall pay for Professional Services delivered and travel time on a time and materials basis to Adoxio or its designated representative. Customer shall also reimburse Adoxio for travel expenses (including a per-diem fee for food and miscellaneous items at approved government rates), express delivery, extraordinary phone expenses, all without markup. Adoxio shall use the lowest cost travel method and itinerary when considering both the cost of the itinerary and the consultants’ billing rates. Adoxio shall follow all Customer travel policies and utilize Customer’s discounted rates with airlines, hotels, and car rental firms, where applicable and reasonable. 6.3. Adoxio’s fees are exclusive of all taxes, levies, or duties imposed by taxing authorities, and Customer shall be responsible for payment of all such taxes, levies, or duties, except for taxes on Adoxio’s net income (including FCC and related taxes and charges for phone based systems). 6.4. All invoices submitted shall be due Net 30. If Customer reasonably disputes an invoice, Customer must pay the undisputed amount when due and submit written notice of the disputed amount (with details of the nature of the dispute and the invoice(s) disputed) within thirty (30) days of receipt of the invoice. Adoxio may assess interest at the rate of 1.5% per month or the maximum allowed by law on balances not paid when due. Customer shall pay all costs incurred in the collection of charges due and payable, including reasonable attorney fees, whether or not suit is instituted. 6.5. If Adoxio breaches this Agreement, Customer may terminate this Agreement after providing Adoxio written notice and thirty (30) days to cure such breach. Notwithstanding the foregoing, if the nature of the breach requires longer than thirty (30) days to cure, and Adoxio is taking commercially reasonable efforts to cure such breach at the end of the initial thirty (30) day cure period, Adoxio shall have a reasonable time thereafter to continue to effectuate a cure of such breach. Upon termination in such instance, Adoxio shall refund the unexpired portion of any fees paid. 7. Warranties and Indemnifications 7.1. Adoxio shall, at its expense, indemnify, defend and hold Customer harmless from and against any claim that the Online Service or a Deliverable infringes an Intellectual Property Right; provided, however, that (a) Customer promptly notifies Adoxio of any such claim, and (b) permits Adoxio to defend with counsel of its own choice, and (c) Customer gives Adoxio such information and/or assistance in the defense thereof as Adoxio may reasonably request. If a Deliverable or the Online Service is adjudged to infringe an Intellectual Property Right by a court of competent jurisdiction, Adoxio shall, at its expense and election either: (i) procure the right for Customer to continue using the infringing items, (ii) replace the infringing items with a functionally equivalent non-infringing product, (iii) modify the infringing items so that they are non-infringing, or (iv) terminate the affected Schedule and refund the unexpired portion of any fees paid. The provisions of Section 7.1 constitute the entire liability of Adoxio and sole remedy of Customer with respect to any claims or actions based in whole or in part upon infringement or violation of an Intellectual Property Right of any third party. 7.2. Adoxio represents and warrants: (a) it has the rights to grant the licenses and rights specified herein, and (b) neither the Software Deliverables nor the Online Service will contain any viruses or Trojan horses. 7.3. Adoxio warrants that the Online Service, when used as authorized herein, shall perform substantially as set forth in the Documentation during the term of the Schedule. Adoxio further warrants that the Professional Services performed under this Agreement shall be performed in a professional and competent manner. 7.4. Adoxio’s sole obligation and Customer’s exclusive remedy for any material breach of the above warranty is limited to undertaking commercially reasonable efforts to make corrections to the Online Service or provide a workaround and/or re-performance of the Professional Services that do not materially conform to the Specifications at no additional charge to Customer. In the event that Adoxio is unable to make corrections to or provide a workaround for the Online Service, or correct deficiencies in the Professional Services, after using its commercially reasonable efforts to do so, Customer shall be entitled to terminate the affected Schedules for the then remaining term of the Schedule and receive a refund of any fees paid for the remainder of the term. Adoxio’s obligations hereunder for breach of warranty are conditioned upon Customer notifying Adoxio of the material breach in writing, and providing Adoxio with sufficient documentation of such non-conformity to enable Adoxio to reproduce and/or verify the same. 7.5. THE REMEDIES SET FORTH HEREIN ARE EXCLUSIVE AND IN LIEU OF ALL OTHERS, WHETHER ORAL OR WRITTEN, EXPRESSED OR IMPLIED. EXCEPT AS SPECIFICALLY SET FORTH IN THIS SECTION 7, ADOXIO SPECIFICALLY DISCLAIMS ANY AND ALL IMPLIED WARRANTIES AS TO THE PROFESSIONAL SERVICES, DELIVERABLES AND ANY OTHER MATTER WHATSOEVER. IN PARTICULAR, BUT WITHOUT LIMITATION, ADOXIO SPECIFICALLY DISCLAIMS ANY AND ALL IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT OF THIRD PARTY RIGHTS OR ANY OTHER WARRANTY ARISING FROM A COURSE OF DEALING OR USAGE OF TRADE. NO ADOXIO AGENT, CONTRACTOR OR EMPLOYEE IS AUTHORIZED TO MAKE ANY MODIFICATION TO THIS WARRANTY, UNLESS IN A SIGNED WRITING EXECUTED BY AN ADOXIO EMPLOYEE WITH ACTUAL AUTHORIZATION TO BIND ADOXIO. ADOXIO DOES NOT WARRANT THAT THE DELIVERABLES OR ONLINE SERVICE OR ANY PORTION THEREOF WILL OPERATE UNINTERRUPTED, WILL BE ERROR FREE OR THAT ADOXIO WILL CORRECT ALL NON-MATERIAL ERRORS. 7.6. Customer acknowledges that it has made its own independent assessments in relation to the Online Service and has determined, on its own accord that the Online Service and related fault tolerance is appropriate for Customer’s environment and uses notwithstanding any limitations, delays, and other problems inherent in the Online Service, the Network or Third Party Software. Customer acknowledges that the Online Service and Third Party Software may be subject to limitations, delays, and other problems which are beyond Adoxio’s control and that Adoxio shall have no liability for any delays, failures, or unavailability resulting from such problem. To the extent permitted by law, Customer shall indemnify, defend and hold Adoxio harmless from claims and demands of its employees or former employees arising from the use by Customer of the Online Service. 7.7. In no event shall either party be liable for any loss of profits, loss of use, loss of data, interruption of business or indirect, special, incidental or consequential damages of any kind in connection with or arising out of this Agreement, whether alleged as a breach of contract or tortious conduct. The limitation of liability specified in this paragraph applies regardless of the cause or circumstances giving rise to such losses or damages, including without limitation, whether the other party has been advised of the possibility of damages, the damages are foreseeable, or the alleged breach or default is a fundamental breach or breach of a fundamental term. Adoxio’s liability hereunder for damages shall not, in any event, exceed the fees paid by Customer pursuant to this Agreement in the twelve (12) month period preceding which the claim arose. The limitations specified in this Section shall not apply for a breach of the non-disclosure provisions of Section 5, the indemnification provisions of Sections 7.1 or any death, personal injury, or damage to tangible property caused solely by the negligence or willful misconduct of Adoxio’s staff while on-site at Customer’s locations. 7.8. Notwithstanding anything else in this Agreement, including, but not limited to, claims for breach of confidentiality or Intellectual Property Right infringement, Adoxio shall have no liability whatsoever for the Third Party Software and the Third Party Software IS PROVIDED ON AN “AS, IS” BASIS AND WITHOUT ANY WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, and ADOXIO DISCLAIMS ALL WARRANTIES WITH RESPECT TO THE THIRD PARTY SOFTWARE, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, QUIET ENJOYMENT AND INFORMATION COMPLETENESS, UNINTERRUPTED USE, CURRENCY OR ACCURACY. ADOXIO SHALL IN NO WAY BE RESPONSIBLE FOR OR SUBJECT TO UPTIME GUARANTEES OR ANY SERVICE LEVEL AGREEMENTS IN RELATION TO THIRD PARTY SOFTWARE. 7.9. Customer acknowledges that the Online Service and Third Party Software may be subject to limitations, delays, and other problems which are beyond Adoxio’s control and that Adoxio shall have no liability for any delays, failures, or unavailability resulting from such problem. 8. General Provisions 8.1. Neither party shall cause or permit any public announcements, references to or use of the other parties likeness related to this Agreement or Customer’s use of Adoxio products or services without the prior written approval of the other party, acting reasonably. 8.2. Neither party shall hire (either as an employee, an independent contractor, or contractor through a third party) any current or former employee or contractor of the other party for a period of twelve (12) months from the termination of their employment with the other party for the purpose of performing the services contemplated under any uncompleted or potential SOW. 8.3. Neither party shall incur any liability to the other party on account of any loss or damage resulting from any delay or failure to perform all or any part of this Agreement, where such delay or failure is caused, in whole or in part, by a Force Majeure event. If a party asserts a Force Majeure event for failure to perform the party’s obligations, then the asserting party shall notify the other party of the event and take commercially reasonable steps to minimize the delay or damages caused by the Force Majeure event. 8.4. Any notice to be sent relating to this Agreement shall be in writing and mailed to the other party at the addresses set forth herein, by certified mail, return receipt requested. This Agreement including all Schedules and SOWs contains the entire agreement of the parties with respect to its subject matter, and there are no promises, conditions, representations or warranties except as expressly set forth herein. This Agreement may be modified or amended only by written instrument executed by the parties. This Agreement has been the subject of arm’s length negotiations and shall be construed as though drafted equally the parties. No terms, provisions or conditions of any purchase order or other document that Customer may use in connection with this Agreement shall have any effect on the rights, duties or obligations of either party. 8.5. No term or provision of this Agreement shall be deemed waived, and no breach excused, unless such waiver or consent shall be in writing and signed by the party claimed to have waived or consented. Any consent by any party to, or waiver of, a breach by the other party, whether express or implied, shall not constitute a consent to or waiver of any different or subsequent breach. If a court of competent jurisdiction holds any provision of this Agreement to be illegal, unenforceable, or invalid in whole or in part for any reason, the validity and enforceability of the remaining provisions, or portions of them, will not be affected. The headings and titles provided in this Agreement are for convenience only and shall have no meaning on the terms of this Agreement. Consent is not required for an assignment of this Agreement in connection with a sale or disposition of a majority of all the assets, voting securities or equity interests of Adoxio, or a reorganization, merger or similar transaction of Adoxio. Customer may, upon notice to Adoxio, assign or otherwise transfer this Agreement if done in its entirety and in conjunction with a merger, consolidation or reorganization of the Customer. For assignments related to internal reorganizations of Customer, the prior, written consent of Adoxio shall be required, such consent not to unreasonably withheld, conditioned or delayed. This Agreement binds and enures to the benefit of the parties hereto and their respective successors and permitted assigns. The parties agree that reliable copies such as scanned or facsimile counterpart signatures are acceptable. 8.6. No action arising out of any claimed breach of this Agreement may be brought by either party more than one (1) year after the cause of action has accrued. Each party shall be liable for breaches of its affiliates and contractors under this Agreement. Any dispute under or in connection with this Agreement or related to any matter which is the subject matter of this Agreement shall be subject to the exclusive jurisdiction of the courts of the Province of Saskatchewan, and shall be governed by and interpreted in accordance with Saskatchewan law, without regard to choice of law provisions. 8.7. Adoxio and Customer shall, for all purposes hereunder, be considered independent contractors. This Agreement is not intended in any manner to create the relationship of principal and agent between the parties, nor shall this Agreement be deemed to establish a partnership or joint venture. Neither party shall have the power, expressed or implied, to obligate or bind the other in any manner whatsoever. Each party shall be solely responsible for compensating its own employees, including the payment of employment related taxes and shall maintain its own worker’s compensation and general liability insurance. 8.8. Customer acknowledges and consents to Adoxio referring to Customer as a customer in Adoxio’s promotional materials, including on Adoxio’s website, and acknowledges that Adoxio may use Customer's name and logo for that purpose, with Customer granting any and all applicable licenses to use Customer’s name and logo for the purposes described herein. 8.9. EACH PARTY ACKNOWLEDGES THAT THE WARRANTY DISCLAIMERS, LIABILITY AND REMEDY LIMITATIONS, AND SERVICE LEVELS IN THIS AGREEMENT ARE MATERIAL BARGAINED FOR BASES OF THIS AGREEMENT AND THEY HAVE BEEN TAKEN INTO ACCOUNT AND REFLECTED IN DETERMINING THE CONSIDERATION TO BE GIVEN BY EACH PARTY UNDER THIS AGREEMENT AND IN THE DECISION BY EACH PARTY TO ENTER INTO THIS AGREEMENT.