CiteRight Inc. Software End User License Agreement

This End User License Agreement (“EULA”), including the Order Form which by this reference is incorporated herein (this “Agreement”), is a binding agreement between CiteRight Inc. (“CiteRight”), a corporation incorporated under the laws of Canada, whose principal place of business is at 10 Dundas St E, Suite 1002, Toronto, ON M5B 2G9, and the client, customer, or subscriber on the Order Form as the licensee of the Software (“you”, “Customer”).

CITERIGHT PROVIDES THE SOFTWARE AND/OR SERVICES SOLELY ON THE TERMS AND CONDITIONS SET FORTH IN THIS AGREEMENT AND ON THE CONDITION THAT YOU ACCEPTS AND COMPLY WITH THEM. BY CHECKING THE “ACCEPT” BOX ON THE ORDER FORM YOU (A) ACCEPT THIS AGREEMENT AND AGREE THAT YOU ARE LEGALLY BOUND BY ITS TERMS; AND (B) REPRESENT AND WARRANT THAT: (I) YOU ARE OF LEGAL AGE TO ENTER INTO A BINDING AGREEMENT; AND (II) IF YOU ARE A CORPORATION, GOVERNMENTAL ORGANIZATION OR OTHER LEGAL ENTITY, YOU HAVE THE RIGHT, POWER AND AUTHORITY TO ENTER INTO THIS AGREEMENT. IF YOU DO NOT AGREE TO THE TERMS OF THIS AGREEMENT, CITERIGHT WILL NOT AND DOES NOT LICENSE THE SOFTWARE TO YOU AND YOU MUST NOT DOWNLOAD AND/OR INSTALL THE SOFTWARE OR DOCUMENTATION.

NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT OR YOUR ACCEPTANCE OF THE TERMS AND CONDITIONS OF THIS AGREEMENT, NO LICENSE IS GRANTED (WHETHER EXPRESSLY, BY IMPLICATION OR OTHERWISE) UNDER THIS AGREEMENT, AND THIS AGREEMENT EXPRESSLY EXCLUDES ANY RIGHT, CONCERNING ANY SOFTWARE THAT YOU DID NOT ACQUIRE LAWFULLY OR THAT IS NOT A LEGITIMATE, AUTHORIZED COPY OF CITERIGHT’S SOFTWARE.

1.      Definitions. For purposes of this Agreement, the following terms have the following meanings:

(a)  “Authorized Users” means a person identified to CiteRight Inc., for the purposes of accessing the CiteRight Services.

(b)  “CiteRight Services” means, collectively, the software services hosted and operated remotely by CiteRight, as well as the locally-installed software developed by CiteRight designed for installation on end-users’ computers, for which you are subscribing.

(c)  “Customer Data” means, other than Resultant Data, information, data and other content, in any form or medium, that is collected, downloaded or otherwise received, directly or indirectly from Customer or an Authorized User by or through the CiteRight Services.

(d)  “Documentation” means user manuals, technical manuals and any other materials provided by CiteRight, in printed, electronic or other form, that describe the installation, operation, use or technical specifications of the CiteRight Software and/or Services.

(e)  “Eligible Persons” means you, your employees, temporary employees, students, partners/members, and contractors dedicated to performing work exclusively for you.

(f)    “Intellectual Property Rights” means any and all registered and unregistered rights granted, applied for or otherwise now or hereafter in existence under or related to any patent, copyright, trade-mark, trade secret, database protection or other intellectual property rights laws, and all similar or equivalent rights or forms of protection, in any part of the world.

(g)  “License Fees” means the license and/or subscription fees, including all taxes thereon, paid or required to be paid by you for the license granted under this Agreement.

(h)  “Order Form” means the order form filled out and submitted by you or on your behalf, and accepted by CiteRight, for your subscription to the CiteRight Services granted under this Agreement.

(i)    “CiteRight Materials” means any and all information, data, documents, materials, works and other content, devices, methods, processes, hardware, software and other technologies and inventions, including any deliverables, technical or functional descriptions, requirements, plans or reports, that are provided or used by CiteRight or any subcontractor in connection with the CiteRight Services or otherwise comprise or relate to the CiteRight Services or CiteRight Systems. For the avoidance of doubt, Provider Materials includes Resultant Data and any information, data or other content derived from Provider’s monitoring of Customer’s access to or use of the CiteRight Services, but do not include Customer Data.

(j)    “CiteRight Systems” means the information technology infrastructure used by or on behalf of CiteRight in performing the CiteRight Services, including all computers, software, hardware, databases, electronic systems (including database management systems) and networks, whether operated directly by CiteRight or through the use of third-party services.

(k)  “Person” means an individual, corporation, partnership, joint venture, governmental authority, unincorporated organization, trust, association or other entity.

(l)    “Resultant Data” means information, data and other content that is derived by or through the CiteRight Services from Processing Customer Data and is sufficiently different from such Customer Data that such Customer Data cannot be reverse engineered or otherwise identified from the inspection, analysis or further Processing of such information, data or content.

(m) “Software” means the software, whether installed by you or hosted by CiteRight, for which you are subscribing, as expressly set forth in the Order Form.

(n)  “Term” has the meaning set forth in Section 11

(o)  “Third Party” means any Person other than you or CiteRight.

(p)  “Third Party Content” means any material, other than Customer Data, that you save or otherwise interact with using the CiteRight Services, including, without limitation, case law, research materials, and websites.

(q)  “Third-Party Materials” means, in addition to Third Party Content described herein, any materials and information, in any form or medium, including any documents, data, content, specifications, products, equipment or components of or relating to the CiteRight Services that are not proprietary to CiteRight.

(r)   “Update” has the meaning set forth in Section 8.2.

2.    License Grant and Scope. Subject to and conditional on your payment of the License Fees and your strict compliance with all terms and conditions set forth in this Agreement, CiteRight hereby grants you a non-exclusive, non-transferable, non-sublicensable, limited license during the Term to use, solely by and through its Authorized Users, the CiteRight Software, Services, and Documentation, solely as set forth in this Section 2 and subject to all conditions and limitations set forth elsewhere in this Agreement. This license grants you the right, exercisable solely by and through your Authorized Users, to:

2.1.                 Access the CiteRight Services via web browser. Note that sharing passwords between Authorized Users is strictly prohibited;

2.2.                  Download, copy and install in accordance with the Documentation one copy of the Software on one each of the number of designated computers set forth on the Order Form owned or leased, and controlled by you. Unless the Order Form expressly states that you are purchasing a network license, each such computer shall be for a single Authorized User. In addition to the foregoing, you have the right to make one copy of the Software solely for archival purposes and one copy of the Software solely for backup purposes, provided that you shall not, and shall not allow any person to, install or use any such copy other than if and for so long as any copy installed in accordance with the preceding sentence is inoperable and, provided further that you de-install and otherwise deletes such inoperable copies. All copies of the Software made by you:

(a)  will be the exclusive property of the CiteRight;

(b)  will be subject to the terms and conditions of this Agreement; and

(c)  must include all trade-mark, copyright, patent, and other Intellectual Property Rights notices contained in the original.

2.3.                 Use and run the CiteRight Software as properly installed in accordance with this Agreement and the Documentation, solely as set forth in the Documentation and solely for your internal business purposes. Such use is permitted only on the computer on which the Software is installed, at the physical location thereof and not via any remote access or other network.

3.    Use Restrictions.

3.1.                 Only Eligible Persons are eligible to access and use the CiteRight Services. You agree that each CiteRight Account may only be used by the Authorized User to whom CiteRight assigns it and that the CiteRight Account may not be shared with or used by any other person, including other Authorized Users.

3.2.                 You will manage your roster of Authorized Users and will promptly notify CiteRight to deactivate an Authorized User’s CiteRight Account if the Authorized User is no longer an Eligible Person or you otherwise wish to terminate the Authorized User’s access to the Online Services. You are responsible for all additional charges related to the creation of new Authorized Users. You will use reasonable commercial efforts to prevent unauthorized use of CiteRight Accounts assigned to your Authorized Users and will promptly notify CiteRight, in writing, if you suspect that a CiteRight Account is lost, stolen, compromised, or misused.

3.3.                 In addition to the foregoing, you shall not, and you shall require your Authorized Users not to, directly or indirectly:

(a)  use (including make any copies of) the CiteRight Software, Services or Documentation beyond the scope of the license granted under this EULA;

(b)  modify, translate, adapt or otherwise create derivative works or improvements, whether or not patentable, of the CiteRight Software, Services or Documentation or any part thereof;

(c)  combine the Software or any part thereof with, or incorporate the CiteRight Software, Services or Documentation or any part thereof in, any other programs;

(d)  reverse engineer, disassemble, decompile, decode or otherwise attempt to derive or gain access to the source code of the CiteRight Software, Services or Documentation or any part thereof;

(e)  remove, delete, alter or obscure any trade-marks or any copyright, trade-mark, patent or other intellectual property or proprietary rights notices provided on or with the CiteRight Software, Services or Documentation, including any copy thereof;

(f)    except as expressly set forth in Section 2.1 and Section 2.3, copy the CiteRight Software, Services or Documentation, in whole or in part;

(g)  rent, lease, lend, sell, sublicense, assign, distribute, publish, transfer or otherwise make available the Software, or any features or functionality of the CiteRight Software, Services or Documentation, to any Third Party for any reason, whether or not over a network or on a hosted basis, including in connection with the internet or any web hosting, wide area network (WAN), virtual private network (VPN), virtualization, time-sharing, service bureau, software as a service (SaaS), cloud or other technology or service;

(h)  use the CiteRight Software, Services or Documentation in violation of any law, regulation or rule; or

(i)    use the CiteRight Software, Services or Documentation for purposes of competitive analysis of the Software, the development of a competing software product or service or any other purpose that is to the CiteRight’s commercial disadvantage.

4.    Acceptable Use

4.1.                 You may use the CiteRight Services only for lawful purposes. Accordingly, you may only use the CiteRight Services to download Third Party Content if you have the right to do so. By way of example, while some courts make their decisions freely available, many decisions are hosted on proprietary databases that place restrictions on the permanent storage of materials they provide. To be sure you have the right to download or interact with such Third Party Content, you should review any relevant agreements you may have made with the publishers of such Third Party Content. You acknowledge your responsibility to obtain all necessary consents and permissions to utilize the CiteRight Services with third-party materials and to adhere to all applicable intellectual property laws with regards to capturing, storing and copying any copyrighted materials using the Software.

4.2.                 By using the CiteRight Services to download and interact with Third Party Content you represent and warrant that:

(a)  you are licensed and fully cleared to use such Third Party Content as contemplated herein;

(b)  using such Third Party Content as contemplated herein does and will not, in any way, violate or breach any of these Terms of Use;

(c)  we shall not be required to pay or incur any sums to any person or entity as a result of our use or exploitation of your Third Party Content.

At CiteRight’s request and in accordance with CiteRight’s reasonable instructions, you will promptly delete and not use the CiteRight Services to send, knowingly receive, upload, download, use or re-use any Content that is found to violate any such pre-existing relationship between you and the original source of the Third Party Content.

4.3.                 You shall defend, indemnify and hold harmless CiteRight and its affiliates from and against any and all claims, actions, demands, liabilities, losses, damages, judgments, settlements, costs and expenses, including reasonable legal fees, arising out of your downloading, storage or use of full-text files or other third-party materials in the Software.

4.4.                 You may not use the CiteRight Services:

(a)  To send, knowingly receive, upload, download, use or re-use any Third Party Content without authorization. You may perform these actions only if you are the copyright owner, have the copyright owner’s permission, are permitted to do so under your publishing agreement or your institution’s license agreement or under appropriate license;

(b)  In any way that breaches any applicable local, national or international law or regulation;

(c)  In any way that is unlawful or fraudulent, or that advocates, promotes or assists any unlawful act, or that may deceive any person or that breaches any legal duty owed to a third party, such as a contractual duty or a duty of confidence .

4.5.                 You also agree:

(a)  Not to access without authority, interfere with, damage or disrupt:

i.      Any part of our Site;

ii.     Any equipment or network on which our Site is stored;

iii.    Our Software or any software used in the provision of our Site; or

iv.   Any equipment or network or software owned or used by any third party.

5.    Compliance Measures.

5.1.                 The Software may contain technological copy protection or other security features designed to prevent unauthorized use of the Software, including features to protect against any use of the Software that is prohibited under Section4. You shall not, and shall not attempt to, remove, disable, circumvent or otherwise create or implement any workaround to, any such copy protection or security features.

6.    Maintenance and Support.

6.1.                 The license granted hereunder entitles you to the software maintenance and support services relevant to your Order Form, as described and subject to the terms and conditions on CiteRight’s website located at www.citeright.com

6.2.                 Maintenance and support services will include provision of such updates, upgrades, bug fixes, patches and other error corrections (collectively, “Updates”) as CiteRight makes generally available free of charge to all Authorized Users of the Software then entitled to maintenance and support services. You acknowledge that where possible such Updates will be provided by CiteRight automatically, but that some or all Updates may be available via download from a website designated by CiteRight. You further acknowledge that all such Updates will require an internet connection, which connection is your sole responsibility. CiteRight has no obligation to provide Updates via any other media. Maintenance and support services do not include any new version or new release of the Software that CiteRight may issue as a separate or new product, and CiteRight may determine whether any issuance qualifies as a new version, new release or Update in its sole discretion.

7.    Collection and Use of Information.

7.1.                 By using the CiteRight Services, you permit us to extract metadata for indexing and improved searchability purposes from Customer Data and/or Third Party Content. We do not claim any ownership rights in Customer Data and/or Third Party Content. After saving data, whether Customer Data and/or Third Party Content, using the CiteRight Services, except for the permissions granted to us hereunder, you continue to retain all your rights in such Content.

7.2.                 You acknowledge that CiteRight may, directly or indirectly through the services of Third Parties, collect and store information regarding use of the CiteRight Services and about equipment on which the Software is installed or through which it otherwise is accessed and used.

7.3.                 You agree that CiteRight may use such information for any purpose related to any use of the CiteRight Software or Services by you or on your equipment, including but not limited to:

(a)  improving the performance of the CiteRight Software or Services or developing Updates; and

(b)  verifying your compliance with the terms of this Agreement and enforcing the CiteRight’s rights, including all Intellectual Property Rights in and to the Software.

8.    Intellectual Property Rights. You acknowledge and agrees that the CiteRight Software, Services and Documentation are provided under license, and not sold, to you. You do not acquire any ownership interest in the CiteRight Software, Services or Documentation under this Agreement, or any other rights thereto, other than to use the same in accordance with the license granted and subject to all terms, conditions and restrictions under this Agreement. CiteRight and its licensors and service providers reserve and shall retain their entire right, title and interest in and to the Software and all Intellectual Property Rights arising out of or relating to the Software, except as expressly granted to the you in this Agreement. You shall use commercially reasonable efforts to safeguard all Software (including all copies thereof) from infringement, misappropriation, theft, misuse or unauthorized access. You shall promptly notify CiteRight if you become aware of any infringement of CiteRight’s Intellectual Property Rights in the Software and fully cooperate with CiteRight in any legal action taken by CiteRight to enforce its Intellectual Property Rights.

9.    Fees and Payment for Subscription.

9.1.                 Applicable fees and charges for the CiteRight Software and Services are set forth on your Order Form. Unless otherwise stated, the fees for the subscription do not include any taxes, such as sales, use, or excise taxes.

9.2.                 In the event CiteRight sends you an invoice for the subscription, you shall pay CiteRight the net amount of each invoice in Canadian dollars within thirty (30) days after the date of the invoice. If you fail to pay any invoiced amount when due, CiteRight may charge you interest on the unpaid balance from the date of the invoice until the date paid at a rate equal to 1.5% per month or the highest rate permitted by law, whichever is lower. In the event you pay the fee for the subscription by credit card, CiteRight will send you a receipt confirming the amount paid.

  1. Term and Termination.

10.1.              This Agreement and the license granted hereunder shall remain in effect until terminated as set forth on the Order Form (the “Term”).

10.2.              You may terminate this Agreement by cancelling any active subscription agreements.

10.3.              CiteRight may terminate this Agreement, effective immediately, if you breach any part of this Agreement.

10.4.              CiteRight may terminate this Agreement, effective immediately, if you file an assignment in bankruptcy or has a bankruptcy order made against it under any bankruptcy or insolvency law, makes or seeks to make a general assignment for the benefit of its creditors or applies for, or consents to, the appointment of a trustee, receiver, receiver-manager, monitor or custodian for all or a substantial part of its property.

10.5.              Upon expiration or earlier termination of this Agreement, the license granted hereunder shall also terminate, and you shall cease using and destroy all copies of the Software and Documentation. No expiration or termination shall affect your obligation to pay all Fees and/or Support Fees that may have become due before such expiration or termination, or entitle you to any refund.

  1. Warranty Disclaimer.

11.1.              THE SOFTWARE AND DOCUMENTATION ARE PROVIDED TO YOU “AS IS” AND WITH ALL FAULTS AND DEFECTS WITHOUT CONDITION OR WARRANTY OF ANY KIND. TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, CITERIGHT, ON ITS OWN BEHALF AND ON BEHALF OF ITS AFFILIATES AND ITS AND THEIR RESPECTIVE LICENSORS AND SERVICE PROVIDERS, EXPRESSLY DISCLAIMS ALL CONDITIONS AND WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, WITH RESPECT TO THE SOFTWARE AND DOCUMENTATION, INCLUDING ALL IMPLIED CONDITIONS AND WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, QUIET POSSESSION AND NON-INFRINGEMENT, AND WARRANTIES THAT MAY ARISE OUT OF COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE OR TRADE PRACTICE. WITHOUT LIMITING THE FOREGOING, CITERIGHT PROVIDES NO CONDITION, WARRANTY OR UNDERTAKING, AND MAKES NO REPRESENTATION OF ANY KIND THAT THE LICENSED SOFTWARE WILL MEET THE YOUR REQUIREMENTS, ACHIEVE ANY INTENDED RESULTS, BE COMPATIBLE OR WORK WITH ANY OTHER SOFTWARE, APPLICATIONS, SYSTEMS OR SERVICES, OPERATE WITHOUT INTERRUPTION, MEET ANY PERFORMANCE OR RELIABILITY STANDARDS OR BE ERROR FREE OR THAT ANY ERRORS OR DEFECTS CAN OR WILL BE CORRECTED.

  1. Limitation of Liability. TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW:

12.1.              IN NO EVENT WILL CITERIGHT OR ITS AFFILIATES, OR ANY OF ITS OR THEIR RESPECTIVE LICENSORS OR SERVICE PROVIDERS, BE LIABLE TO YOU OR ANY THIRD PARTY FOR: (a) ANY: (i) USE, INTERRUPTION, DELAY OR INABILITY TO USE THE SOFTWARE; (ii) LOST REVENUES OR PROFITS; (iii) DELAYS, INTERRUPTION OR LOSS OF SERVICES, BUSINESS OR GOODWILL; (iv) LOSS OR CORRUPTION OF DATA; (v) LOSS RESULTING FROM SYSTEM OR SYSTEM SERVICE FAILURE, MALFUNCTION OR SHUTDOWN; (vi) FAILURE TO ACCURATELY TRANSFER, READ OR TRANSMIT INFORMATION; (vii) FAILURE TO UPDATE OR PROVIDE CORRECT INFORMATION; (viii) SYSTEM INCOMPATIBILITY OR PROVISION OF INCORRECT COMPATIBILITY INFORMATION; (ix) BREACHES IN SYSTEM SECURITY; OR (b) ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, SPECIAL, PUNITIVE OR EXEMPLARY DAMAGES, IN EACH CASE WHETHER ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE AND WHETHER OR NOT THE CITERIGHT WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

12.2.              IN NO EVENT WILL THE COLLECTIVE AGGREGATE LIABILITY OF CITERIGHT AND ITS AFFILIATES, INCLUDING ANY OF ITS OR THEIR RESPECTIVE LICENSORS AND SERVICE PROVIDERS, UNDER OR IN CONNECTION WITH THIS AGREEMENT OR ITS SUBJECT MATTER, UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY AND OTHERWISE, EXCEED THE TOTAL AMOUNT PAID TO CITERIGHT UNDER THIS AGREEMENT FOR THE SOFTWARE THAT IS THE SUBJECT OF THE CLAIM.

12.3.              THE LIMITATIONS SET FORTH IN SECTION 13.1 AND SECTION 13.2 SHALL APPLY EVEN IF YOUR REMEDIES UNDER THIS AGREEMENT FAIL OF THEIR ESSENTIAL PURPOSE.

  1. Export Regulation. The Software and Documentation may be subject to Canadian export control laws. You shall not, directly or indirectly, export, re-export or release the Software or Documentation to, or make the Software or Documentation accessible from, any jurisdiction or country to which export, re-export or release is prohibited by law, rule or regulation. You shall comply with all applicable federal laws, regulations and rules and complete all required undertakings (including obtaining any necessary export license or other governmental approval), before exporting, re-exporting, releasing or otherwise making the Software or Documentation available outside Canada.
  2. Miscellaneous.

14.1.              This Agreement is governed by and construed in accordance with the laws of the province of Ontario and the federal laws of Canada applicable therein. Any legal suit, action or proceeding arising out of or related to this Agreement or the licenses granted hereunder may be instituted exclusively in the courts of the province of Ontario, and each party irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action or proceeding. Service of process, summons, notice, or other document by mail to such party’s address set forth herein shall be effective service of process for any suit, action or other proceeding brought in any such court.

14.2.              CiteRight will not be responsible or liable to you, or deemed in default or breach hereunder by reason of any failure or delay in the performance of its obligations hereunder where such failure or delay is due to strikes, labour disputes, civil disturbances, riot, rebellion, invasion, epidemic, hostilities, war, terrorist attack, embargo, natural disaster, acts of God, flood, tsunami, fire, sabotage, fluctuations or non-availability of electrical power, heat, light, air conditioning or your equipment, loss and destruction of property or any other circumstances or causes beyond CiteRight’s reasonable control.

14.3.              All notices, requests, consents, claims, demands, waivers and other communications hereunder shall be in writing and shall be deemed to have been given: (i) when delivered by hand (with written confirmation of receipt); (ii) when received by the addressee if sent by a nationally recognized overnight courier (receipt requested); (iii) on the date sent by facsimile or e-mail (with confirmation of transmission) if sent during normal business hours of the recipient, and on the next business day if sent after normal business hours of the recipient; or (iv) on the third day after the date mailed, by certified or registered mail, return receipt requested, postage prepaid. Such communications must be sent to the respective parties at the addresses set forth on the Order Form.

14.4.              This Agreement, together with the Order Form, and all other documents that are incorporated by reference herein, constitutes the sole and entire agreement between you and CiteRight with respect to the subject matter contained herein, and supersedes all prior and contemporaneous understandings, agreements, representations and warranties, both written and oral, with respect to such subject matter.

14.5.              You shall not assign or otherwise transfer any of its rights, or delegate or otherwise transfer any of its obligations or performance, under this Agreement, in each case whether voluntarily, involuntarily, by operation of law or otherwise, without CiteRight’s prior written consent, which consent CiteRight may give or withhold in its sole discretion. No delegation or other transfer will relieve you of any of your obligations or performance under this Agreement. Any purported assignment, delegation or transfer in violation of this Section 13.5 is void. CiteRight may freely assign or otherwise transfer all or any of its rights, or delegate or otherwise transfer all or any of its obligations or performance under this Agreement without your consent. This Agreement is binding upon and enures to the benefit of the parties hereto and their respective permitted successors and assigns.

14.6.              This Agreement is for the sole benefit of the parties hereto and their respective successors and permitted assigns and nothing herein, express or implied, is intended to or shall confer on any other Person any legal or equitable right, benefit or remedy of any nature whatsoever under or by reason of this Agreement.

14.7.              This Agreement may only be amended, modified or supplemented by an agreement in writing signed by each party hereto. No waiver by any party of any of the provisions hereof shall be effective unless explicitly set forth in writing and signed by the party so waiving. Except as otherwise set forth in this Agreement, no failure to exercise, or delay in exercising, any right, remedy, power or privilege arising from this Agreement shall operate or be construed as a waiver thereof; nor shall any single or partial exercise of any right, remedy, power or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power or privilege.

14.8.              If any term or provision of this Agreement is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality or unenforceability shall not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction.

14.9.              For purposes of this Agreement, (a) the words “include,” “includes,” and “including” shall be deemed to be followed by the words “without limitation”; (b) the word “or” is not exclusive; and (c) the words “herein,” “hereof,” “hereby,” “hereto,” and “hereunder” refer to this Agreement as a whole. Unless the context otherwise requires, references herein: (i) to Sections and Exhibits refer to the Sections of, and Exhibits attached to, this Agreement; (ii) to an agreement, instrument, or other document means such agreement, instrument, or other document as amended, supplemented, and modified from time to time to the extent permitted by the provisions thereof; and (iii) to a statute means such statute as amended from time to time and includes any successor legislation thereto and any regulations promulgated thereunder. This Agreement shall be construed without regard to any presumption or rule requiring construction or interpretation against the party drafting an instrument or causing any instrument to be drafted. The Order Form referred to herein shall be construed with, and as an integral part of, this Agreement to the same extent as if they were set forth verbatim herein. Unless otherwise stated, all dollar amounts referred to in this Agreement are stated in Canadian dollars.

14.10.          The parties confirm that it is their express wish that this Agreement, as well as any other documents related to this Agreement, including notices, schedules and authorizations, have been and shall be drawn up in the English language only. Les parties aux présentes confirment leur volonté expresse que cette convention, de même que tous les documents s’y rattachant, y compris tous avis, annexes et autorisations s’y rattachant, soient rédigés en langue anglaise seulement.

14.11.          The headings in this Agreement are for reference only and do not affect the interpretation of this Agreement.