Master Terms

Updated April 28, 2026

1. DEFINITIONS

1. “Affiliate” means, for a Party, any other entity that controls, is controlled by, or under common control with the Party.  For the purposes of this definition, the term “control” means the direct or indirect power to direct the affairs of the other entity through at least 50% of the shares, voting rights, participation, or economic interest in this entity.
2. “Agreement” means these Master Terms and the Sales Order, together with any exhibits included with the applicable Sales Order.
3. “Bluebird” means the business operated by Lead Assign Corporation under the Bluebird trade name. References to “Company” in this Agreement refer to Lead Assign Corporation, operating as Bluebird. 
4. “Lead Assign” or “Company” means Lead Assign Corporation, operating as Bluebird, and any of its subsidiaries or affiliates. 
5. “Customer” means the entity identified in the Sales Order as “Customer” or otherwise identified in the Sales Order as the end-user customer.
6. “Customer Data”means any data, information, content, records, and files (including audio, video, text, or images) that Customer (or any of its Permitted Users) loads, transmits to, enters into, or makes available through the Products and Services, or which is collected via the Distributed Code, in connection with Customer’s use of the Products and Services. 
7. “Customer Site” means any current or future website or application that is owned and operated by Customer, or is hosted or operated by a third-party or Company on Customer’s behalf.
8. “Customer User Account” has the meaning set out in Section 5.
9. “Distributed Code” means HTML tags, JavaScript code, object code, plugins, SDKs, APIs, or other code provided by Company for use of the On-demand Services or Managed Services. 
10. “Fees” has the meaning set out in Section 6.
11. “Company Technology” means technology owned by Company or licensed to Company by a third-party (including the Products and Services, reports, software tools, algorithms, software (in source and object forms), user interface designs, architecture, toolkits, plug-ins, objects and documentation, network designs, processes, know-how, methodologies, trade secrets, and any related intellectual property rights throughout the world), as well as any modifications or extensions of the above, whenever or wherever developed.
12. “Managed Services” means the technology services hosted by or on behalf of Company and provided to Customer as a dedicated instance, as set out in the Sales Order.
13. “Modifications”means modifications, improvements, customizations, updates, enhancements, aggregations, compilations, derivative works, translations and adaptations, and “Modify” has a corresponding meaning.
14. “On-demand Services” means the technology services hosted by or on behalf of Company and provided to Customer as a shared instance, as set out in the Sales Order.
15. “On-premises Software” means the Company software that is deployed by or on behalf of Customer on hardware designated by Customer, as set out in the Sales Order.
16. “Products and Services” means the On-premises Software, On-demand Services, Managed Services, Distributed Code, and Professional Services, collectively, and any part thereof.
17. “Sales Order” means the Bluebird Sales Order(s) identifying the Products and Services subject to this Agreement and referencing this Agreement, once executed by both Parties.
18. “Permitted User” means those employees and independent contractors of Customer authorized by Customer to access and use the Products and Services on Customer’s behalf in accordance with this Agreement. 
19. “Personal Information” means information about an identifiable individual.
20. “Privacy Policy” has the meaning set out in Section 4.
21. “Professional Services” means the consulting, training, implementation, or other professional services set out in a Sales Order. 
22. “Report” means any graphical or numerical display of Customer Data that contains Company’s proprietary design, look and feel, and is generated by the On-demand Services, Managed Services, or the On-premises Software, or by Company personnel. 
23. “Term” has the meaning set out in Section 12.
24. “Website” means any websites used by Company to provide the Products and Services, including the website located at www.bluebird.one.

2. PRODUCTS AND SERVICES LICENSE AND RESTRICTIONS

1. License Grant for On-demand Services and Managed Services.  Subject to the terms and conditions of this Agreement, Company grants Customer for its direct beneficial business purposes, during the Term, a non-transferable, non-exclusive license, to:
   1. permit Permitted Users to access the On-demand Services and Managed Services through the applicable interfaces; 
   2. install, implement, and use the Distributed Code on Customer Sites.
2. License Grant for On-premises Software. Subject to the terms and conditions of this Agreement, Company  grants Customer for its direct beneficial business purposes, during the Term, a non-transferable, non-exclusive license to:
   1. install and use the On-premises Software for the platforms and quantities set out in the Sales Order; and
   2. make a reasonable number of copies of the On-premises Software for archival purposes and install and use the copies only when the primary copy has failed or is destroyed. Customer may also install copies of the On-premises Software in a disaster recovery environment, on a cold backup basis, for use solely in disaster recovery, and not for production, development, evaluation, or testing. For purposes of the prior sentence, cold backup basis means that the backup copies are completely disconnected from any use environment and not receiving automatic data updates, and those backup copies require a manual activation process to pick up the use environment load during the failure of the primary copies.
3. Restrictions on Use. Customer must not itself, and will not permit others to:
   1. sub-license, sell, rent, lend, lease, or distribute the Products and Services or any intellectual property rights therein or otherwise make the Products and Services available to others, provided that this restriction does not prohibit Customer from using the Products and Services to collect data or information from Customer’s own clients and end customers in the ordinary course of Customer’s business; 
   2. use the Products and Services to facilitate or provide timesharing, service bureau use or commercially exploit the Products and Services;
   3. use or access the Products and Services in violation of any applicable law or intellectual property right;
   4. use the Products and Services in a manner that threatens the security or functionality of the Products and Services;
   5. use the Products and Services to create, collect, transmit, store, use or process any Customer Data:
      1. that contains any computer viruses, worms, malicious code, or any software intended to damage or alter a computer system or data;
      2. that Customer does not have the lawful right to create, collect, transmit, store, use or process; or
      3. that violates any applicable laws, or infringes, violates or otherwise misappropriates the intellectual property or other rights of any third party (including any moral right, privacy right or right of publicity);
   6. modify the Products and Services;
   7. reverse engineer, de-compile or disassemble the Products and Services;
   8. remove or obscure any proprietary notices or labels on the Products and Services, including brand, copyright, trademark and patent or patent pending notices;
   9. use the Products and Services for the purpose of building a similar or competitive product or service;
   10. perform any vulnerability, penetration or similar testing of the Products and Services; or
   11. use the Products and Services for any purpose or in any manner not expressly permitted in this Agreement.
4. Suspension of Access; Scheduled Downtime; Modifications. Company may, at its discretion:
   1. suspend Customer’s access to or use of the Products and Services or any component thereof:
      1. for scheduled maintenance;
      2. if Customer or any Permitted User violates any provision of this Agreement; or
      3. to address any emergency security concerns; and
   2. Modify the Products and Services.
5. Require Customer to accept patches, bug fixes, and updates made by or on behalf of Company to the Products and Services. Company will provide Customer with not less than 30 days’ advance written notice prior to implementing non-security updates. Security-related patches may be applied on shorter notice as reasonably required to address the security concern.

3. OWNERSHIP; RESERVATION OF RIGHTS

1. Customer Data. Customer retains all ownership and intellectual property rights in and to Customer Data. Customer grants to Company a nonexclusive, worldwide, royalty-free, fully paid-up right to use, process and transmit Customer Data to provide the Products and Services. Company may collect and analyze data and other information relating to the provision, use and performance of the Products and Services and related systems and technologies (including, without limitation, information concerning Customer Data and data derived therefrom), and during the Term of this Agreement, Company may: (i) use such data and information to improve and enhance the Products and Services and for other development, diagnostic and corrective purposes in connection with the Products and Services and other Company offerings; and (ii) disclose such data solely in aggregated or other de-identified form in connection with its business. Company will not attempt to re-identify any de-identified data derived from Customer Data, and will not use de-identified or aggregated data derived from Customer Data in any manner that would identify Customer or any individual Permitted User.
2. Company IP.  Company or its licensors retain all ownership and intellectual property rights in and to: (i) the Products and  Services; (ii) anything developed or delivered by or on behalf of Company under this Agreement; and (iii) any Modifications to the foregoing (i) and (ii).
3. Reservation of Rights.  All rights not expressly granted by Company to Customer under this Agreement are reserved.
4. Feedback.  If Customer provides Company with any suggestions, comments, or other feedback regarding the Products and Services (“Feedback“), Customer hereby irrevocably assigns to Company all right, title, and interest (including all intellectual property rights) in and to such Feedback. Company may use Feedback for any purpose without obligation or compensation to Customer.

4. PRIVACY

Customer agrees (on Customer’s behalf and on behalf of each Permitted User) to Company’s access, use, collection, storage, and disclosure of Customer’s and each Permitted User’s Personal Information for the purpose of providing the Products and Services to Customer and as otherwise set out in the Privacy Policy. Customer understands that Personal Information, including the Personal Information of Permitted Users, will be treated in accordance with Company’s privacy policy located at www.bluebird.one/privacy-policy (the “Privacy Policy”). Company will provide Customer with not less than 30 days’ advance written notice of any material changes to the Privacy Policy. Customer’s continued use of the Products and Services following such notice will constitute acceptance of the revised Privacy Policy.

5. CUSTOMER USER ACCOUNT

Upon Customer’s request, Company will issue an account (a “Customer User Account”) to Customer for use by Permitted Users. Customer will ensure that Permitted Users only use the Products and Services through the Customer User Account. Customer will not allow any Permitted User to share the Customer User Account with any other person. Customer is responsible for identifying and authenticating all Permitted Users and for Permitted Users’ compliance with this Agreement. Customer will promptly notify Company of any actual or suspected unauthorized use of the Products and Services. Company reserves the right to suspend, deactivate, or replace the Customer User Account if it determines that the Customer User Account may have been used for an unauthorized purpose.

6. FEES AND PAYMENT

This section applies only if Customer procures the Products and Services directly from Company. If Customer procures through a Company-authorized partner, the payment terms in this Section 6 are superseded by the terms agreed between Customer and that partner, provided that all other terms of this Agreement continue to apply as between Customer and Company.

1. Fees. Customer will pay to Company the fees described in any Sales Order (the “Fees”). If Customer’s use of the Products and Services exceeds the service capacity set forth on a Sales Order or otherwise requires the payment of additional fees (pursuant to the terms of this Agreement), Customer will be billed for such usage and Customer will pay the additional fees in accordance with this Agreement. 
2. Disputed Invoices or Charges. If Customer believes Company has charged or invoiced Customer incorrectly, Customer must contact Company no later than 45 days after having been charged by Company or receiving such invoice in which the error or problem appeared in order to request an adjustment or credit. In the event of a dispute, Customer will pay any undisputed amounts in accordance with the payment terms herein, and the Parties will discuss the disputed amounts in good faith in order to resolve the dispute.
3. Late Payment. Customer may not withhold or setoff any amounts due under this Agreement. Company reserves the right to suspend Customer’s access to and use of the Products and Services and any delivery of Professional Services until all due amounts are paid in full. Any late payment will be increased by the costs of collection (if any) and will incur interest at the rate of 12% per annum, or the maximum legal rate (if less), until fully paid.
4. Taxes. The Fees set out in this Agreement do not include applicable sales, use, gross receipts, value-added, GST or HST, personal property or other taxes. Customer will be responsible for and pay all applicable taxes, duties, tariffs, assessments, export and import fees or similar charges (including interest and penalties imposed thereon) on the transactions contemplated in connection with this Agreement, other than taxes based on the net income or profits of Company.
5. Suspension. Any suspension of the Products and Services by Company pursuant to the terms of this Agreement will not excuse Customer from its obligation to make payments under this Agreement.

7. CONFIDENTIAL INFORMATION

1. Definitions. For the purposes of this Section, a Party receiving Confidential Information will be the “Recipient”, the Party disclosing such information will be the “Discloser” and “Confidential Information” means information marked or otherwise identified in writing by a Party as proprietary or confidential, or information that, under the circumstances surrounding the disclosure, the Recipient should recognize as being confidential, or information disclosed orally that is identified as confidential at the time of disclosure and confirmed in writing as confidential within 10 business days of disclosure; provided that the Discloser’s Confidential Information does not include, except with respect to Personal Information: (i) information already known or independently developed by the Recipient without access to the Discloser’s Confidential Information; (ii) information that is publicly available through no wrongful act of the Recipient; or (iii) information received by the Recipient from a third-party who was free to disclose it without confidentiality obligations.
2. Confidentiality Covenants. The Recipient hereby agrees that during the Term and for a period of three (3) years following expiration or termination of this Agreement, provided that obligations with respect to trade secrets will continue for so long as the information remains a trade secret under applicable law, it will not: (i) disclose Confidential Information of the Discloser to any person, except to its own personnel or affiliates having a “need to know” and that have entered into written agreements no less protective of such Confidential Information than this Agreement, and to such other recipients as the Discloser may approve in writing; (ii) use Confidential Information of the Discloser except to exercise its license rights or perform its obligations under this Agreement; or (iii) alter or remove from any Confidential Information of the Discloser any proprietary legend. Each Party will take reasonable precautions to safeguard the other Party’s Confidential Information. Those precautions will be at least as great as the precautions that the Recipient takes to protect its own Confidential Information of a similar type.
3. Exceptions to Confidentiality. Notwithstanding Section 7(b), the Recipient may disclose the Discloser’s Confidential Information: (i) to the extent that such disclosure is required by applicable law or by the order of a court or similar judicial or administrative body, provided that, except to the extent prohibited by law, the Recipient promptly notifies the Discloser in writing of such required disclosure and cooperates with the Discloser to seek an appropriate protective order; (ii) to its legal counsel and other professional advisors if and to the extent such persons need to know such Confidential Information in order to provide applicable professional advisory services in connection with the Party’s business; or (iii) to potential assignees, acquirers, or successors of either Party if and to the extent such persons need to know such Confidential Information in connection with a potential sale, merger, amalgamation, or other corporate transaction involving the business or assets of the disclosing Party.

8. WARRANTY; DISCLAIMER; INDEMNITY

1. 
   Customer Warranty Customer represents and warrants to, and covenants with Companythat the Customer Data will only contain Personal Information in respect of which Customer has provided all notices and disclosures (including to each Permitted User), obtained all applicable third-party consents and permissions and otherwise has all authority, in each case as required by applicable laws, to enable Company to provide theProducts and Services, including with respect to the collection, storage, access, use, disclosure and transmission of Personal Information, including by or to Company and to or from all applicable third parties.
2. COMPANY DISCLAIMER.  COMPANY DOES NOT WARRANT THAT THE PRODUCTS AND SERVICES WILL BE UNINTERRUPTED OR ERROR FREE OR THAT ALL ERRORS CAN OR WILL BE CORRECTED; NOR DOES IT MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE PRODUCTS AND SERVICES. EXCEPT AS SPECIFICALLY PROVIDED IN THIS AGREEMENT, THE PRODUCTS AND SERVICES (OR ANY PART THEREOF), AND ANY OTHER PRODUCTS AND SERVICES PROVIDED BY COMPANY TO CUSTOMER ARE PROVIDED “AS IS” AND “AS AVAILABLE”.
3. WARRANTY DISCLAIMER. TO THE EXTENT PERMITTED BY APPLICABLE LAW, COMPANY HEREBY DISCLAIMS ALL EXPRESS, IMPLIED, COLLATERAL OR STATUTORY WARRANTIES, REPRESENTATIONS AND CONDITIONS, WHETHER WRITTEN OR ORAL, INCLUDING ANY IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, MERCHANTABLE QUALITY, COMPATIBILITY, TITLE, NON-INFRINGEMENT, SECURITY, RELIABILITY, COMPLETENESS, QUIET ENJOYMENT, ACCURACY, QUALITY, INTEGRATION OR FITNESS FOR A PARTICULAR PURPOSE OR USE, OR ANY WARRANTIES OR CONDITIONS ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE. WITHOUT LIMITING THE GENERALITY OF ANY OF THE FOREGOING, COMPANY EXPRESSLY DISCLAIMS ANY REPRESENTATION, CONDITION OR WARRANTY THAT ANY DATA OR INFORMATION PROVIDED TO CUSTOMER IN CONNECTION WITH CUSTOMER’S USE OF THE PRODUCTS AND SERVICES (OR ANY PART THEREOF) IS ACCURATE, OR CAN OR SHOULD BE RELIED UPON BY CUSTOMER FOR ANY PURPOSE WHATSOEVER.
4. Indemnity Customer will defend, indemnify and hold harmless Company, its employees, officers, directors, affiliates, agents, contractors, successors, and assigns against any and all third-party (including Permitted Users) liability (including damages, recoveries, deficiencies, interest, penalties and legal fees), directly or indirectly arising from or in connection with: (i) Customer Data; (ii) Customer’s breach of any of Customer’s obligations, representations or warranties under this Agreement; or (iii) use of the Products and Services (or any part thereof) by Customer or any Permitted User in combination with any third-party software, application or service. Customer will fully cooperate with Company in the defense of any claim defended by Customer pursuant to its indemnification obligations under this Agreement and will not settle any such claim without the prior written consent of Company, such consent not to be unreasonably withheld or delayed.
5. Company Indemnity Company will defend, indemnify, and hold harmless Customer, its employees, officers, directors, affiliates, agents, successors, and assigns against any third-party claim alleging that the Products and Services, as provided by Company and used by Customer in accordance with this Agreement, infringe any patent, copyright, trademark, or misappropriate any trade secret of a third party. This obligation does not apply to the extent a claim arises from: (i) Customer’s modification of the Products and Services; (ii) use of the Products and Services in combination with any third-party software, application, or service not approved by Company; (iii) use of the Products and Services in a manner not permitted by this Agreement; or (iv) Customer’s continued use of a version of the Products and Services after Company has provided a non-infringing version. Company will have the right to control the defense of any claim subject to this indemnity, and Customer will cooperate with Company and will not settle any such claim without Company’s prior written consent, such consent not to be unreasonably withheld or delayed.

9. LIMITATION OF LIABILITIES

The Parties acknowledge that the following provisions have been negotiated by them and reflect a fair allocation of risk and form an essential basis of the bargain and will survive and continue in full force and effect despite any failure of consideration or of an exclusive remedy:

1. AMOUNT. IN NO EVENT WILL THE TOTAL AGGREGATE LIABILITY OF COMPANY IN CONNECTION WITH OR UNDER THIS AGREEMENT, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE OR GROSS NEGLIGENCE), OR OTHERWISE, EXCEED THE AMOUNT OF FEES PAID BY CUSTOMER FOR THE PRODUCTS AND SERVICES IN THE PRIOR 12 MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM. FOR GREATER CERTAINTY, THE EXISTENCE OF ONE OR MORE CLAIMS UNDER THIS AGREEMENT WILL NOT INCREASE THIS MAXIMUM LIABILITY AMOUNT. IN NO EVENT WILL COMPANY’S THIRD-PARTY SUPPLIERS HAVE ANY LIABILITY ARISING OUT OF OR IN ANY WAY CONNECTED TO THIS AGREEMENT.
2. TYPE. TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, IN NO EVENT WILL COMPANY BE LIABLE TO CUSTOMER OR ANY PERMITTED USER FOR ANY: (I) SPECIAL, EXEMPLARY, PUNITIVE, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES; (II) LOST SAVINGS, PROFIT, DATA, USE, OR GOODWILL; (III) BUSINESS INTERRUPTION; (IV) COSTS FOR THE PROCUREMENT OF SUBSTITUTE PRODUCTS OR SERVICES; OR (V) PERSONAL OR PROPERTY DAMAGE ARISING OUT OF OR IN ANY WAY CONNECTED TO THIS AGREEMENT, REGARDLESS OF CAUSE OF ACTION OR THE THEORY OF LIABILITY, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE OR GROSS NEGLIGENCE), OR OTHERWISE, AND EVEN IF NOTIFIED IN ADVANCE OF THE POSSIBILITIES OF SUCH DAMAGES.  NOTHING IN THIS SECTION WILL LIMIT OR EXCLUDE EITHER PARTY’S LIABILITY FOR DEATH OR PERSONAL INJURY CAUSED BY ITS NEGLIGENCE, FOR FRAUD OR FRAUDULENT MISREPRESENTATION, OR FOR ANY OTHER LIABILITY THAT CANNOT BE LIMITED OR EXCLUDED UNDER APPLICABLE LAW.

10. PROFESSIONAL SERVICES

1. Warranty. Company warrants the Professional Services will be performed in a professional and workmanlike manner. Customer must notify Company in writing of any breach of this warranty within 30 days of performance of such Professional Services. To the extent permitted by law, Customer’s sole and exclusive remedy for breach of this warranty and Company’s sole liability under or in connection with this warranty will be re-performance of the relevant Professional Services. 
2. License to Deliverables.
   1. Without limiting or modifying any license granted to Customer for the Products and Services, Company grants Customer a non-exclusive, non-sublicensable and non- transferable license to use the materials developed and provided to Customer by Company in performing the Professional Services (“Deliverables”) solely in connection with use of the Products and Services for Customer’s direct beneficial business purposes during the Term. 
   2. Company retains all rights, title, and interest (including intellectual property rights) in and to the Deliverables. To the extent that Customer participates in the creation or modification of any Deliverables, Customer irrevocably assigns to Company all right, title, and interest (including intellectual property rights) in such Deliverables, excluding any pre-existing intellectual property owned by Customer that is incorporated therein (“Customer Background IP“). Company grants Customer a non-exclusive, royalty-free license to use Customer Background IP solely to the extent incorporated in the Deliverables and solely for Customer’s use of the Products and Services during the Term.

11. SUBCONTRACTING

Company may engage third parties to assist it in providing the Products and Services or any part thereof. Company will remain responsible for the performance of the Products and Services by such subcontractors in accordance with this Agreement.

12. TERM AND TERMINATION

1. Term. This Agreement will commence on the Effective Date and continue to be in effect until all Sales Orders hereunder have expired or have been terminated (the “Term”). 
2. Termination for Cause. Either Party may, in addition to other relief, suspend or terminate this Agreement if the other Party commits a material breach of any provision of this Agreement and fails within 30 calendar days after receipt of notice of such breach to correct such material breach.
3. Transition Services. Upon termination of this Agreement, Customer will no longer have rights to access or use the Products and Services. Within 7 calendar days following termination, Company will, at Customer’s option, return to Customer or delete or otherwise render inaccessible any Customer Data that remains in the hardware or systems used by Company to provide theProducts and Services. In addition, Company will perform additional transition services that are mutually agreed upon by Company and Customer in a Sales Order.
4. Survival. The following Sections, together with any other provision of this Agreement which expressly or by its nature survives termination or expiration, or which contemplates performance or observance subsequent to termination or expiration of this Agreement, will survive expiration or termination of this Agreement for any reason: Section 3 (Ownership; Reservation of Rights), Section 4 (Privacy), Section 6 (Fees and Payment), Section 7 (Confidential Information), Section 8 (Warranty; Disclaimer; Indemnity), Section 9 (Limitation of Liabilities), Section 12(d) (Survival), and Section 13 (General Provisions).

13. GENERAL PROVISIONS

1. Notices. Notices sent to either Party will be effective when delivered in person or by email, one day after being sent by overnight courier, or five days after being sent by first class mail postage prepaid to the official contact designated by the Party to whom a notice is being given. Notices must be in writing and sent:
2. if to Company:
   96 Sykes St, Meaford ON, N4L 1N8, Canada,
   Attention: James Palmer
   Email: [email protected]
3. and if to Customer, to the address set out in the applicable Sales Order, or such other address as Customer may designate by written notice to Company in accordance with this Section. Company may change its contact information by posting the new contact information on the Website or by giving notice thereof to Customer. 
4. Assignment. Customer will not assign this Agreement to any third party without Company’s prior written consent. Company may assign this Agreement or any rights under this Agreement to any third party without Customer’s consent.Any assignment in violation of this Section will be void. This Agreement will inure to the benefit of and be binding upon the Parties, their permitted successors, and permitted assignees. Notwithstanding the foregoing, Customer may assign this Agreement without Company’s consent to a successor entity in connection with a merger, acquisition, or sale of all or substantially all of Customer’s assets, provided that Customer gives Company not less than 30 days’ prior written notice and the successor entity assumes all of Customer’s obligations under this Agreement in writing.
5. Choice of Law. This Agreement and any action related thereto will be governed by and construed in accordance with the substantive laws of the Province of Ontario and the federal laws of Canada applicable therein, without regard to conflicts of law principles. The Parties will initiate any lawsuits in connection with this Agreement in Toronto, Ontario Canada, and irrevocably attorn to the exclusive personal jurisdiction and venue of the courts sitting therein. The U.N. Convention on Contracts for the International Sale of Goods will not apply to this Agreement. This choice of jurisdiction does not prevent Company from seeking injunctive relief with respect to a violation of intellectual property rights or confidentiality obligations in any appropriate jurisdiction.
6. Export Restrictions. Customer will comply with all export laws and regulations that may apply to its access to or use of the Products and Services.
7. Construction Except as otherwise provided in this Agreement, the Parties’ rights and remedies under this Agreement are cumulative. The terms “include” and “including” mean, respectively, “include without limitation” and “including without limitation.” The headings of sections of this Agreement are for reference purposes only and have no substantive effect. Where this Agreement provides that Company may act in its discretion or that Customer requires Company’s consent, Company may withhold such consent or exercise such discretion in its sole discretion.
8. Force Majeure Neither Party will be liable for delays caused by any event or circumstances beyond the affected Party’s reasonable control, including acts of God, acts of government, flood, fire, earthquakes, civil unrest, acts of terror, strikes or other labour problems (other than those involving Company’s employees), Internet service failures or delays, or the unavailability or Modification by third parties of telecommunications or hosting infrastructure or third-party websites.
9. Severability. Any provision of this Agreement found by a tribunal or court of competent jurisdiction to be illegal or unenforceable will be severed from this Agreement and all other provisions of this Agreement will remain in full force and effect.
10. Waiver. A waiver of any provision of this Agreement must be in writing and a waiver in one instance will not preclude enforcement of such provision on other occasions.
11. Independent Contractors Company’s relationship to Customer is that of an independent contractor, and neither Party is an agent, employee or partner of the other. Neither Party will have, and will not represent to any third party that it has, any authority to act on behalf of the other Party.
12. Entire Agreement This Agreement, including all Sales Orders, constitutes the entire agreement between the Parties with respect to the subject matter of this Agreement and supersedes all prior or contemporaneous agreements, representations or other communications, whether written or oral.
13. Amendments No amendment, supplement, modification, waiver, or termination of this Agreement and, unless otherwise expressly specified in this Agreement, no consent or approval by any Party, will be binding unless executed in writing by the Party or Parties to be bound thereby. For greater certainty, all Sales Orders will, upon execution, form part of this Agreement.
14. English Language It is the express wish of the Parties that this Agreement and all related documents be drawn up in English. C’est la volonté expresse des Parties que la présente convention ainsi que les documents qui s’y rattachent soient rédigés en anglais.