MASTER SUBSCRIPTION AGREEMENT THIS MASTER SUBSCRIPTION AGREEMENT, TOGETHER WITH ANY ORDER FORMS, STATEMENTS OF WORK, AND WORK ORDERS ENTERED INTO HEREUNDER AND ANY DOCUMENTS INCORPORATED BY REFERENCE HERETO (THIS “AGREEMENT”), GOVERNS YOUR PURCHASE FROM THE SPARKROCK AFFILIATE LISTED ON YOUR ORDER FORM (“US” OR “WE” OR “OUR”), AND USE OF, OF THE CLOUD-BASED SPARKROCK SOFTWARE-AS-A-SERVICE PRODUCT SET OUT IN YOUR ORDER FORM (THE “SPARKROCK CLOUD SERVICES”) AND ALL RELATED PROFESSIONAL SERVICES PROVIDED BY US TO YOU FROM TIME TO TIME (COLLECTIVELY, WITH THE SPARKROCK CLOUD SERVICES, THE “SERVICES”). BY EXECUTING AN ORDER FORM THAT REFERENCES THIS AGREEMENT, YOU AGREE TO BE BOUND BY THE TERMS AND CONDITIONS OF THIS AGREEMENT. IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND SUCH ENTITY TO THIS AGREEMENT, AND IN SUCH CASE, THE TERMS "YOU" OR "YOUR" SHALL REFER TO SUCH ENTITY. PLEASE REVIEW THIS AGREEMENT CAREFULLY, AS IT FORMS A LEGALLY BINDING AGREEMENT BETWEEN US AND YOU. IT IS RECOMMENDED THAT YOU PRINT AND RETAIN A COPY OF THIS AGREEMENT FOR YOUR RECORDS. 1. THE SPARKROCK CLOUD SERVICES 1.1 Provision of Cloud Services. Subject to and conditioned on your compliance with this Agreement, we will make the Sparkrock Cloud Services available to you. The Sparkrock Cloud Services consist of Sparkrock proprietary software (“Sparkrock Software”) and third party proprietary software (“Third Party Software”), each as identified on your Order Form. The Sparkrock Cloud Services include all updates and upgrades to the Sparkrock Cloud Services made generally available by us to our customers from time to time, as well as our standard support services, which may vary according to the support package purchased by you. The Sparkrock Cloud Services may only be accessed and used by your employees, contractors and other personnel who are authorized by you to access and use the Sparkrock Cloud Services on your behalf (“Users”), and you are liable for their compliance with this Agreement. Users may not be any of our direct competitors. 1.2 Subscriptions; Usage Limits. The Sparkrock Cloud Services are purchased as subscriptions, and are subject to those usage limits, including number of Users, set out on the applicable Order Form(s). User login IDs, passwords, or other means of logging in to access and use the Sparkrock Cloud Services (“Access Credentials”) may not be shared with any other individual. Additional subscriptions may be added during a subscription term at our standard price then in effect, prorated for the portion of that subscription term remaining at the time the subscriptions are added, and any added subscriptions will terminate on the same date as your underlying subscription. 1.3 Your Responsibilities. You are responsible for: (a) procuring and maintaining the network connections that connect your network to the Sparkrock Cloud Services; (b) the accuracy, quality and legality of all data, information, and other materials submitted by or on your behalf to, or processed using, the Services (“Your Data”); (c) prevent unauthorized access to or use of the Sparkrock Cloud Services; (d) using the Sparkrock Cloud Services only in accordance with Sparkrock’s guidelines and documentation and applicable laws, rules, and government regulations, including those relating to data privacy, spam, and transmission of technical data (“Applicable Law”); and (e) maintaining the confidentiality of all Access Credentials. You will immediately notify us if you become aware of any loss or theft of such Access Credentials or of any other unauthorized access, use, or disclosure of the Sparkrock Cloud Services or Customer Data. 1.4 Restrictions. You agree that you will not: (a) make the Sparkrock Cloud Services available to, or use the Sparkrock Cloud Services for the benefit of, anyone other than your organization; (b) sell, resell, license, sublicense, distribute, rent or lease the Sparkrock Cloud Services or include the Sparkrock Cloud Services in any service bureau or outsourcing offering; (c) use the Sparkrock Cloud Services to send spam or other unsolicited messages in violation of Applicable Law, or to store, display, or send any information, data, or other material that is obscene, harassing, libelous, defamatory, or threatening, illegal, or tortious; (d) copy, translate, reverse engineer, disassemble, decompile, or create a derivative work of the Sparkrock Cloud Services or Deliverables (or any underlying structure, algorithms, software, or technology) or otherwise attempt to discover any source code of, or modify, the Sparkrock Cloud Services in any form or manner unless expressly allowed by us in our user documentation; (e) use the Services for the purpose of benchmarking, or for building a similar or competitive product or service; (f) use the Sparkrock Cloud Services to transmit any code, files, scripts, agents, or program intended to do harm or deny access, including, for example, viruses, worms, time bombs and Trojan horses; (g) interfere with or disrupt the integrity or performance of the Sparkrock Cloud Services; (h) frame or mirror the Sparkrock Cloud Services; (i) attempt to gain unauthorized access to the Sparkrock Cloud Services; (j) disable, tamper with, or otherwise attempt to circumvent any billing mechanism that meters your use of the Sparkrock Cloud Services; or (k) remove, alter, or obscure any trademark, copyright, or other proprietary rights notices on any Sparkrock materials. 1.5 Changes. We may modify, update, and upgrade the Sparkrock Cloud Services from time to time in our sole discretion. We will use reasonable efforts to give you at least 75 days prior notice before removing any material features or functionality, unless security, legal, or system performance considerations require an expedited removal or unless any applicable licensor has provided less notice to us of any such change. 1.6 Availability. We provide a Service Level Commitment if and as referenced on the Order Form. For any breach of this uptime commitment, your exclusive remedy, and our sole liability, is to request a service level credit, as further described in the Service Level Commitment. 2. PROFESSIONAL SERVICES 2.1 Professional Services. From time to time during the term of this Agreement, if mutually agreed to in writing in a Statement of Work (“SOW”) or Work Order (“Work Order”), we will perform those consulting and technical services relating to the implementation and/or configuration of the Sparkrock Cloud Services set out in the applicable SOW or Work Order (“Professional Services”), and provide the Deliverables set out therein. “Deliverables” shall mean any modification, configuration, or customization to the Sparkrock Cloud Services created by us (either independently or in concert with you or third parties) pursuant to a SOW or Work Order. 2.2 Your Responsibilities. You are responsible, at your sole cost, to provide us with all information reasonably requested by us in order to provide the Professional Services, and to otherwise perform and fulfill all tasks and other responsibilities specified in the applicable SOW or Work Order in a timely manner in accordance with the schedule set out in the applicable SOW or Work Order. You acknowledge that any change in scope of the Professional Services, or any delay or failure by you in fulfilling your tasks and responsibilities under any SOW or Work Order, may result in delays to the project schedule and/or increased service fees from those set out in any budget. 3. FEES AND PAYMENT 3.1 Fees. You will pay all fees specified in any applicable Order Form(s), SOW, or Work Order(s) on the dates or at the frequency set out therein. Except as otherwise specified herein or in an Order Form: (a) subscription fees are based on the Sparkrock Cloud Services purchased and not actual usage, (b) subscription fees are payable in advance; and (c) subscription fees paid for the Sparkrock Cloud Services are non-refundable. You are responsible for providing complete and accurate billing and contact information to us, and for keeping such information up to date at all times. 3.2 Taxes. Our fees do not include any taxes, levies, duties or similar governmental assessments of any nature and assessable by any jurisdiction whatsoever, including, for example, value-added, sales, use, or withholding taxes (collectively, "Taxes"). You are responsible for, and will pay, all Taxes associated with your purchases hereunder. If we have the legal obligation to pay or collect Taxes for which you are responsible under this Section, we will invoice you, and you will pay that amount, unless you provide us with a valid tax exemption certificate authorized by the appropriate taxing authority. For clarity, we are solely responsible for taxes assessable against us based on our income, property and employees. If any Taxes are required to be withheld, you shall pay an amount to us such that the net amount payable to us after withholding of taxes shall equal the amount that would have been otherwise payable under this Agreement. 3.3 Payment. Invoices are due and payable upon receipt, unless otherwise stated in the applicable Order Form, SOW, Work Order or invoice. If you object to all or any portion of an invoice, you must notify us of the objection within twenty (20) days after the invoice date, identify the cause of disagreement, and pay, when due, that portion of the invoice not in dispute. Any undisputed invoiced amount not received by us on the due date will bear interest at the rate of 1.5% per month (18% per annum) or the maximum amount allowed by law, whichever is less. 4. INTELLECTUAL PROPERTY RIGHTS AND OWNERSHIP 4.1 Sparkrock Intellectual Property Rights. All software (including the Sparkrock Software and Third Party Software), documentation, workflow processes, user interface, design, know-how and other technologies or materials underlying the Services, as well as any modifications, configurations, customizations, enhancements or upgrades to any of the foregoing, are our (and/or our Licensors’) confidential proprietary property (“Sparkrock Intellectual Property”). Except as set expressly set forth herein, we (and/or our Licensors) reserve all right, title and interest in and to the Sparkrock Intellectual Property, and all other related intellectual property rights. 4.2 Your Intellectual Property Rights. Except as set forth herein, you reserve all right, title and interest in and to Your Data and all intellectual property rights related thereto. You hereby grant us and our Licensors and other third-party services providers a nonexclusive, non-transferable (except in connection with a permitted assignment of this Agreement) and royalty-free license for the Term to access and use your Data and any other data, information or materials made available to us to provide the Services to you. 4.3 License Grant. We grant you a non-exclusive, non-transferable, non-sublicensable license for the Term to access and use the Sparkrock Software and Deliverables as part of your use of the Sparkrock Cloud Services in accordance with any applicable Order Form and this Agreement. 4.4 Third Party Software. You acknowledge that the Third Party Software made available to you as part of the Sparkrock Cloud Services is licensed by the applicable third party to you solely in accordance with separate end user license agreements or software licensing terms or software agreements (the "Third Party License Terms"), links to which are found on your applicable Order Form. We make no warranty, promise, or indemnity with respect to any Third Party Software, such software being provided and warranted solely by the third party licensor named in the applicable Third Party License Terms (each, a "Licensor"). You agree to be bound by each of the Third Party License Terms. The Third Party License Terms constitute separate legal agreements between you and the applicable Licensor. You acknowledge that each Licensor is a third party beneficiary of this Agreement with the right to enforce this Agreement directly against you, verify your compliance with this Agreement, and contact you directly. You authorize us to share information about you (including the terms and conditions of this Agreement and any applicable Order Form including financial terms, as well as limited personal information about your designated contact person) with each Licensor as required to allow us to collaborate with Licensors in order to provide the Services to you, to enable the Licensors to provide services and communications directly to you, and to allow each Licensor to verify your compliance with the Third Party License Terms. 4.5 Suggestions and Usage Data. If you provide us with any suggestions, recommendations or other feedback relating to the features, functions or operation of the Services, you grant us a worldwide, perpetual, irrevocable, royalty-free license to use, modify, creative derivative works from, distribute, perform, reproduce, and display the feedback in any manner and for any purpose without obligation to you. You also acknowledge and agree that we may collect and use information relating to the performance, and your use, of the Sparkrock Cloud Services (which may include elements of Your Data) provided that Your Data is anonymized and aggregated with data from other customers. Such anonymized and aggregated data will be owned solely by us, and may be used by us for any purpose, including to provide and improve the Services, to conduct research and analysis, and to market our services. 5. CONFIDENTIALITY AND SECURITY 5.1 Definition. “Confidential Information” means all non-public, proprietary information disclosed by a party (“Discloser”) to the other party (“Recipient”), whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Our Confidential Information includes the Services (including all underlying software, workflow processes, user interfaces, documentation, know-how and other technologies) and the terms and conditions of this Agreement, including pricing. Your Data is your Confidential Information (subject to the above exclusion regarding aggregated and anonymized usage data). Confidential Information does not include information that: (a) is or becomes generally known to the public without breach by Recipient of its obligations under this Agreement; (b) is received from a third party without breach of any obligation owed to Discloser; (c) was known to Recipient prior to its disclosure by Discloser; or (d) is independently developed by Recipient without use or access to the Confidential Information of Discloser. 5.2 Protection of Confidential Information. All Confidential Information of Discloser delivered, made available, or otherwise acquired pursuant to this Agreement: (a) may not be copied, distributed, disseminated or made available in any way or form by Recipient without the prior written consent of Discloser; (b) will be maintained in strict confidence by Recipient using the same degrees of care that it uses to protect the confidentiality of its own confidential information (but in no event less than reasonable care); (c) may only be disclosed to those employees, affiliates, contractors, licensors, and/or service providers of Recipient who have a need to know in connection with purposes consistent with this Agreement, and only where such employees, affiliates, contractors, licensors, and/or service providers are bound by a written obligation of confidentiality no less restrictive than this Section; and (d) will not be used by Recipient for any purpose, except for the purposes of this Agreement. Notwithstanding the foregoing, Recipient may disclose Confidential Information of Discloser to the extent required by law, court order or other governmental order; provided that Recipient provides Discloser with prior notice of such compelled disclosure to the extent legally permissible. If Recipient is compelled by law to disclose the Discloser’s Confidential Information as part of a proceeding to which Recipient is not a party, Discloser will reimburse Recipient for reasonable costs of compiling and securely transmitting the Confidential Information. 5.3 Security. We will employ technical and organization measures, internal controls, and data security routines designed to protect Your Data against unauthorized change, disclosure, access, or loss. The Sparkrock Cloud Services leverage Microsoft’s Azure security practices and features. If your address set out in the initial Order Form is in the United States, Your Data will be stored on servers located in the United States. If your address set out in the initial Order Form is in Canada, Your Data will be stored on servers located in Canada. In either circumstance, you acknowledge that as Your Data is transmitted between the data center and your offices, Your Data is transmitted through the internet and, as such, may transit locations outside your country of origin, without ever storing Your Data in such locations. Data transmitted through the Internet will be encrypted for your protection; however, the security of transmissions over the Internet cannot be guaranteed. We will not be responsible for any interception or interruption of any communications through the Internet or changes to or losses of data through the Internet. In order to protect Your Data, we may suspend your access to the Sparkrock Cloud Services immediately, without notice, pending an investigation if any breach of security is suspected. 6. WARRANTIES AND REMEDY 6.1 Mutual Warranties. Each party warrants to the other party that: (a) it is duly organized, validly existing and in good standing as a corporation or other entity under the Applicable Laws of the jurisdiction of its incorporation; (b) it has the full right, power and authority to enter into this Agreement; (c) the execution of this Agreement by its representative whose signature is set forth at the end of this Agreement has been duly authorized by all necessary corporate or organizational action of such party; and (d) when executed and delivered by both parties, this Agreement will constitute the legal, valid and binding obligation of such party, enforceable against such party in accordance with its terms. 6.2 Sparkrock Warranties. We warrant that: (a) the Sparkrock Cloud Services will operate in all material respects in accordance with the applicable Sparkrock user documentation; (b) the Deliverables will operate in all material respects in accordance with the specifications set out in the applicable SOW; and (c) we will perform the Professional Services in a good and workmanlike manner. 6.3 Remedy. Our warranties set forth in Section 6.2 are conditional upon you promptly reporting to us any actual or suspected defects in order that we may take prompt, appropriate measures to correct such defect. Upon notice from you of any warranty claim, we will, in our discretion, correct or replace the Sparkrock Cloud Services or applicable Deliverable, or re-perform the defective Professional Services, at no additional charge; provided that if the foregoing is not reasonably possible, we may terminate this Agreement and provide you with a refund of any fees prepaid by you for the future portion of the subscription term that would have remained but for such termination. If we do not cure a warranty breach within a reasonable period of time or terminate this Agreement in accordance with the preceding sentence, you may terminate this Agreement for cause pursuant to Section 8.2, in which case we will promptly refund to you, on a pro rata basis, any fees prepaid by you for the future portion of the subscription term that would have remained but for such termination. The remedies set forth in this Section will be your sole remedy, and our sole liability, for any warranty breach. Disclaimer. WE MAKE NO OTHER GUARANTEES OR WARRANTIES IN RESPECT OF THE SERVICES OR ANY DELIVERABLE, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE. WE SPECIFICALLY DISCLAIM ANY IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, TITLE, NONINFRINGEMENT, FITNESS FOR A PARTICULAR PURPOSE, DATA ACCURACY, OR ARISING FROM COURSE OF DEALING, USAGE OR TRADE PRACTICE, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW. WARRANTIES IN RESPECT OF THE SPARKROCK CLOUD SERVICES ARE VOID IF THE SPARKROCK CLOUD SERVICES OR DELIVERABLE, AS APPLICABLE, FAILS OR OTHERWISE MALFUNCTIONS AS A RESULT OF ACCIDENT, ABUSE, OR USE BY YOU IN BREACH OF THIS AGREEMENT. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT, WE DO NOT WARRANT: (1) THAT THE SERVICES WILL BE ERROR-FREE IN ALL CIRCUMSTANCES; OR (2) THAT THE SERVICES WILL MEET YOUR OR ANY OTHER PERSON'S REQUIREMENTS, OPERATE WITHOUT INTERRUPTION, OR ACHIEVE ANY INTENDED RESULT. 7. INDEMNITIES AND LIABILITY 7.1 Our Indemnity. We will defend you, your affiliates, and your and their respective directors, officers, employees, subcontractors, and agents (collectively “Customer Indemnitees”) against any claim, demand, suit or proceeding brought against Customer Indemnitees by a third party alleging that Customer Indemnitees’ use of the Sparkrock Software or any Deliverable in accordance with this Agreement infringes or misappropriates any valid Canadian or United States patent, copyright, trademark, or trade secret (an “Infringement Claim”), and will indemnify Customer Indemnitees from any damages, reasonable legal fees, and costs awarded against them (or included in a settlement approved by us) as a result of an Infringement Claim; provided you: (a) promptly give us written notice of the Infringement Claim; (b) give us sole control of the defense and settlement of the Infringement Claim (except that we may not settle any Infringement Claim unless it unconditionally releases Customer Indemnitees of all liability); and (c) give us all reasonable assistance, at our expense. If all or any part of the Sparkrock Software or any Deliverable is, in our opinion, likely to or do become the subject of a claim of infringement or misappropriation, we may, in our discretion and at no cost to you: (i) modify or replace the Sparkrock Software or any Deliverable so that it is no longer infringing; (ii) use reasonable efforts to procure the right to permit you to continue to use the Sparkrock Software or Deliverable; or (iii) terminate this Agreement on notice to you and refund you any fees paid by you for the future portion of the subscription term that would have remained but for such termination. The above defense and indemnification obligations do not apply to the extent an Infringement Claim arises from Your Data, any Third Party Software or your breach of this Agreement. This section states your exclusive remedy, and our sole liability, in respect of any Infringement Claim. 7.2 Your Indemnity. You will defend us, our affiliates, and our and their respective directors, officers, employees, subcontractors, licensors, and agents (collectively “Sparkrock Indemnitees”) against any claim, demand, suit or proceeding brought against Sparkrock Indemnitees by a third party arising out of or related to: (a) Your Data; (b) any use by you of the Sparkrock Cloud Services or Deliverables contrary to the terms of this Agreement; or (c) any other breach by you of this Agreement (a “Claim Against us”), and will indemnify Sparkrock Indemnitees from any damages, reasonable legal fees, and costs awarded against them (or included in a settlement approved by you) as a result of a Claim Against us; provided we: (a) promptly give you written notice of the Claim Against us; (b) give you sole control of the defense and settlement of the Claim against us (except that you may not settle any Claim Against us unless it unconditionally releases Sparkrock Indemnitees of all liability); and (c) give you all reasonable assistance, at your expense. 7.3 Unified Front. The parties shall present a unified front to any opposing parties during the pendency of the indemnified claim and shall resolve all issues of relative responsibility, liability, or blameworthiness of the parties after the claim is resolved; any claims based on the foregoing shall be tolled during the pendency of the indemnified claim. 7.4 Limitation of Liability. EXCEPT FOR EACH PARTY’S GROSS NEGLIGENCE, WILLFUL MISCONDUCT, AND INDEMNIFICATION OBLIGATIONS, AND YOUR LIABILITY FOR ANY BREACH OF SECTION 1.4, IN NO EVENT: (A) WILL EITHER PARTY BE LIABLE FOR ANY LOST DATA, LOST PROFITS OR REVENUES, OR INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES, WHETHER AN ACTION IS IN CONTRACT OR TORT (INCLUDING NEGLIGENCE) REGARDLESS OF THE THEORY OF LIABILITY, EVEN IF THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES; OR (B) WILL OUR AGGREGATE LIABILITY UNDER OR IN CONNECTION WITH OR ARISING OUT OF THIS AGREEMENT, THE SERVICES OR ANY DELIVERABLES EXCEED THE AMOUNT OF FEES ACTUALLY PAID BY YOU UNDER THIS AGREEMENT WITHIN THE SIX (6) MONTHS PRECEDING THE EVENT GIVING RISE TO THE LIABILITY. THE FOREGOING DISCLAIMERS AND LIMITATIONS WILL APPLY TO FULLEST EXTENT ALLOWABLE BY LAW; AND REGARDLESS OF THE THEORY OF LIABILITY, WHETHER AN ACTION IS IN CONTRACT OR TORT (INCLUDING NEGLIGENCE) OR OTHERWISE. 8. TERM, TERMINATION AND SUSPENSION 8.1 Term. The term of this Agreement will commence on the date of the initial Order Form entered into hereunder, and will continue until all subscriptions hereunder have expired or been terminated (the “Term”). The initial subscription term for the Sparkrock Cloud Services shall be that period specified in the applicable Order Form. Thereafter, subscriptions will automatically renew for additional periods equal to the expiring subscription term or one year (whichever is shorter), unless either party gives the other party written notice of non-renewal at least 90 days before the end of the then-current subscription term. We reserve the right to increase the subscription fee for any renewal subscription term upon prior notice to you. Each SOW or Work Order shall have the term specified in the applicable SOW or Work Order. 8.2 Termination For Cause. Either party may terminate this Agreement for cause: (a) upon 30 days’ written notice to the other party of a material breach by such other party if such breach remains uncured at the expiration of such period; or (b) if the other party becomes the subject of a petition in bankruptcy or any other proceeding relating to insolvency, receivership, liquidation or assignment for the benefit of creditors, or all or a substantial portion of the assets of the other party are transferred to an assignee for the benefit of creditors, to a receiver, or to a trustee in bankruptcy. 8.3 Additional Termination Right. Additionally, we may terminate this Agreement in the event that any unforeseen change or fact outside of our reasonable control materially adversely impacts our ability to provide the Sparkrock Cloud Services, our costs in providing the Sparkrock Cloud Services, or if we otherwise discontinue the Sparkrock Cloud Services across all customers. We will use reasonable efforts to provide you with as much notice of termination of this Agreement under this Section as possible. 8.4 Suspension. We also reserve the right to suspend your access to, and use of, the Services if we (in good faith) believe that you have violated the terms of this Agreement, if your use of the Services is causing immediate, material and ongoing harm to us or any other of our customers or if any undisputed amounts owing by you to us under this Agreement are 30 days or more overdue. We will provide you with prompt notice of such suspension and will reinstate the Services upon resolution of the issue or breach. 8.5 Export of Data. Unless we have terminated this Agreement for cause under Section 8.2, upon any request from you made within 90 days after the effective date of termination or expiration of this Agreement, we will make Your Data available for export or download. After such 90-day period, we will have no obligation to maintain or provide any of Your Data, and may thereafter delete or destroy all copies of Your Data in our systems or otherwise in our possession or control, unless legally prohibited. 9. AUDIT. During the term of this Agreement, you will maintain records reasonably required to verify your compliance with this Agreement (the “Records”). Upon at least 30 days’ written notice to you, and not less than 12 months since a prior audit, we or our designated representative will be entitled to audit and inspect the Records. Any Sparkrock representative that audits or inspects the Records shall be bound by confidentiality obligations with respect to the Records no less restrictive than those that would be applicable under this Agreement to us in the same circumstances. In addition, we may use remote monitoring technology to verify your compliance with the licensing terms of this Agreement. 10. NOTICE. 10.1 All notices given by either party to the other party under this Agreement shall be in writing and personally delivered or sent by guaranteed overnight courier to the mailing address(es) for the party listed on the most recent Order Form or by email at the email address listed on the relevant Order Form, Statement of Work, or Work Order. Notices under this Section will be deemed given: (a) at the time of actual delivery in person; (b) one day after delivery to an overnight air courier service; or (c) if by email, when sent, with confirmation of transmission. Either party may change its address for notices on notice to the other party. Except for communications concerning operational maintenance (including downtime) or support services, any notice by email will be effective only if a signed scanned letter is attached to the email. 11. ELECTRONIC COUNTERPARTS. Any Order Form, Statement or Work, or Work Order entered into hereunder may be executed in any number of counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument, provided that identical counterparts are executed by both parties. These counterparts may include those forwarded by facsimile transmission or electronically by email, and the facsimile or electronic signature of any party to this Agreement shall be deemed to be effective to bind such party to the terms of this Agreement. 12. GENERAL If your address set out in the initial Order Form is in the United States: (a) this Agreement will be governed by the laws of the State of New York without regard to its conflicts of laws rules or the United Nations Convention on the International Sale of Goods; (b) the applicable state and federal courts located in New York County, New York will have exclusive jurisdiction to adjudicate any disputes arising out of or relating to this Agreement; and (c) each party consents and irrevocably submits to the exclusive jurisdiction and venue of such courts in any suit, action, or proceeding. If your address set out in the initial Order Form is in Canada: (a) this Agreement will be governed by the laws of the Province of Ontario without regard to its conflicts of laws rules or the United Nations Convention on the International Sale of Goods; (b) the applicable courts located in Toronto, Ontario will have exclusive jurisdiction to adjudicate any disputes arising out of or relating to this Agreement; and (c) each party consents to the exclusive jurisdiction of such courts. Notice in accordance with this Agreement shall be effective service of process for any suit, action, or other proceeding brought in any such court. In the event of litigation, each party expressly waives its right to have its claims or defenses heard by a jury. Neither party shall be deemed the drafter of this Agreement. Either party will be excused from performance for any period of time that the party is prevented from performing its obligations hereunder as a result of an act of God, war, earthquake, epidemic, terrorism, threat of terrorism, civil disobedience, court order, labor dispute, or other cause beyond the party’s reasonable control. You may not assign or delegate this Agreement or any right or obligation under this Agreement without our prior written consent, and any purported assignment or delegation in violation of this sentence will be null and void. You acknowledge that we may assign this Agreement at any time, and may also utilize contractors and other third parties to provide the Services, provided that we remain responsible for all such persons (except we will not be responsible for Licensors, with whom you have Third Party License Terms). This Agreement is the entire agreement between the parties with respect to the subject matter hereof, and supersedes all prior and contemporaneous agreements, proposal or representations, written or oral, concerning its subject matter. The parties acknowledge and agree that they have not relied on any other commitments or representations of any kind in entering into this Agreement. In the event of a conflict between this Agreement, and Order Form, Statement of Work, Work Order, Service Level Commitment, or document incorporated by reference, the following shall take precedence in descending order: (a) an Order Form, Statement of Work, or Work Order (but only with respect to the Services provided thereunder); (b) this Agreement; (c) Service Level Commitment; and (d) any document incorporated by reference. No modification, amendment or waiver of any provision of this Agreement will be effective unless in writing and signed by the party against whom the modification, amendment or waiver is asserted. The parties agree that any term or condition stated in a purchase order or in any other customer order documentation is void and is hereby expressly rejected, and that any agreement is limited to this Agreement’s terms. The parties are independent contractors. This Agreement does not create a partnership, franchise, joint venture, agency, fiduciary, or employment relationship between the parties. The parties recognize that money damages will not be an adequate remedy for any breach or threatened breach of any obligation hereunder by a party involving intellectual property or Confidential Information and therefore agree that, in addition to any other remedies that may be available in law or otherwise, a party shall be entitled to an injunction or other equitable relief against any breach by the other party related to the intellectual property or Confidential Information of the first party. No failure or delay by either party in exercising any right under this Agreement will constitute a waiver of that right. The provisions of this Agreement, which by their nature or express terms would survive termination or expiration of this Agreement, shall survive any termination or expiration, including confidentiality, intellectual property and ownership, and limitation of liability. If any provision of this Agreement is held by a court of competent jurisdiction to be contrary to law or otherwise unenforceable, then such provision shall be reconstrued to accord as fully as possible with the parties’ original intent, and the remaining provisions of this Agreement will remain in effect. This Agreement may be executed by facsimile and in counterparts. For purposes of this Agreement: (a) the word “include” and its variations are deemed to be followed by the words “without limitation”; (b) headings are used for reference only and will not be considered when interpreting this Agreement; and (c) any reference to a party’s “discretion” means “its sole and absolute discretion, for any reason, and considering only its own interests and not the effect of its decision on the other party”.