This Customer Agreement (“Agreement”) is entered into between yourself/yourselves ("Customer") and MES-PMP Solutions Inc. a company duly incorporated under the laws of Canada, domiciled at 300 Dieppe Street, Quebec, QC G1N 3M8 (“PMP”) (each of Customer and PMP are referred to herein individually as a “Party” and collectively as the “Parties”).

NOBODY, INCLUDING A CUSTOMER MAY ACCESS THE PRODUCTS IF SUCH PERSON IS A DIRECT COMPETITOR OF PMP OR FOR PURPOSES OF MONITORING THEIR AVAILABILITY, PERFORMANCE OR FUNCTIONALITY, OR FOR ANY OTHER BENCHMARKING OR COMPETITIVE PURPOSES.

BY ENTERING INTO OR ACCEPTING THIS AGREEMENT, OR BY EXECUTING AN ORDER FORM THAT REFERENCES THIS AGREEMENT, OR BY USING OR ACCESSING PMP PRODUCTS, CUSTOMER AGREES TO BE BOUND BY THE TERMS AND CONDITIONS OF THIS AGREEMENT.

The Effective Date of this Agreement is the earliest date on which the Customer becomes bound by it through any of the actions described in the preceding paragraph.

1. DEFINITIONS. The following terms, when used herein, have the meanings ascribed thereto in this Section 1. Other terms may be otherwise defined further herein, as they are used. Words used herein in the singular, where the context so permits, shall be deemed to include the plural and vice versa. Words importing female persons include male persons and corporations and words importing male persons include female persons and corporations. As used herein, “including” (and its variants) means “including without limitation” (and its variants).

1.1. “Affiliate” means any person or entity controlling, controlled by, or under common control with a Party. The term "control," including the correlative terms "controlling," "controlled By," and "under common control with," means possession, directly or indirectly, of the power to direct or cause the direction of management or policies (whether through ownership of securities or any partnership or other ownership interest, by contract, or otherwise) of a person or entity.

1.2. “Application Usage Data” means usage and operation data in connection with Customer’s admin users’ use and configuration of the Hosted and On-Premises Services, including query logs and metadata with respect to Customer’s instances of the Hosted and On-Premises Services.
1.3. “Documentation” means the applicable documentation describing the Hosted and On-Premises Services, their technical specifications, instructions for operation, entitlements, and permitted use.

1.4. “Hosted and On-Premises Services” covers both the hosted cloud-based and On-Premises solution made available to Users by PMP hereunder, as described in each Order.

1.5. “Laws” means any applicable local, provincial, federal and international laws and regulations, including privacy laws and associated regulations.

1.6. “Order” means PMP’s standard product ordering documentation when executed or deemed executed both Parties.

1.7. “Products” means the Hosted and On-Premises Services together with any software components that may be made available by PMP to facilitate the use of the Hosted and On-Premises Services.

1.8. “Support and Maintenance” means PMP’s support and maintenance operations, as well as PMP service level commitments, which are described in the Support and Service Level Policy applicable to Customer’s subscription.

1.9. “User” means any end-user of the Hosted and On-Premises Services authorized by Customer or its Affiliates to use the Hosted and On-Premises Services under this Agreement. Users may include, for example, employees, consultants, contractors and agents of Customer and/or its Affiliates.

2. Scope of the Agreement. The benefit of this Agreement can extend to Customer's Affiliates by Customer placing Orders and distributing access to the Hosted and On-Premises Services to its Affiliates or by Customer’s Affiliates entering into Orders directly with PMP in which case however both Customer and such Affiliates shall be jointly and severally liable for the obligations of the Affiliates under this Agreement and any applicable Orders. Customer is responsible for compliance with this Agreement by its Affiliates and Users.

If Customer elects to purchase any professional services, including for the implementation, customisation and optimization of the Hosted and On-Premises Services or change management and business practices optimization (“Professional Services”), such Professional Services will be governed by applicable terms and conditions of this Agreement as well as the terms and conditions of any statement of work entered into between the Parties («SOW»).

3. Hosted and On-Premises Services Subscription.

3.1. Orders. Each Order signed by PMP and Customer is subject to and part of this Agreement. PMP's Order and Documentation will specify Customer's Products for the Hosted and On-Premises Services. The term of each Hosted and On-Premises Services subscription (“Term”) will be specified in each Order and such services (the Hosted and On-Premises Services) will be provided on a subscription basis for the Term specified in any applicable Order. Thereafter, Customer's subscription to the Products will automatically renew for successive terms equal in duration to Customer's then-current Term and at PMP’s then applicable list price in effect at the time of the renewal. PMP will contact Customer before any automatic renewal, thereby allowing Customer to opt out by sending a written notification to that effect to subscriptionmanagers@pmpsolutions.ca at least thirty (30) business days before the expiration of Customer's then-current Term. If no such notice is received by PMP within the aforementioned period, then Customer's Term will be renewed in accordance with this Section. Customer's Term may also be renewed by entering into a mutually agreed Order, including in cases wherein Customer wishes to subscribe to additional Products.

3.2. Access to Hosted and On-Premises Services and the Documentation. PMP hereby grants Customer a non-exclusive, non-sublicensable, non-transferable, fixed term right to access and use the Hosted and On-Premises Services and Documentation subscribed to during the Term in accordance with this Agreement. Customer acknowledges that the Documentation license only authorizes Customer use Documentation only for its internal business purposes and in connection with its subscription to Hosted and On-Premises Services during an applicable Term. Customer acknowledges that the Hosted and On-Premises Services are both on-site and online, subscription-based products, and that PMP will make improvements and changes to the Hosted and On-Premises Services and Documentation from time to time in accordance with the applicable Support and Service Level Policy and provided that no such change will materially reduce the overall security of the Hosted and On-Premises Services. The Hosted and On-Premises Services, their permitted use and the associated rights and obligations granted under this Section 3.2 are further described in the Documentation.

3.3. Credentials. Customer must ensure that all user IDs and passwords for the Hosted and On-Premises Services are kept confidential by appropriate means and are not shared with any unauthorized person. Customer is responsible for all actions taken using its accounts and passwords and agrees to promptly notify PMP of any unauthorized use of the Hosted and On-Premises Services of which it becomes aware.

3.4. Restrictions. Except as otherwise expressly permitted in this Agreement or in an Order, Customer shall not (a) use the Hosted and On-Premises Services for the benefit of anyone other than Customer; (b) rent, lease, reproduce, modify, adapt, create derivative works of, distribute, sell, sublicense, transfer, or provide access to the Products to a third party or use the Products to provide service bureau, timesharing services, or shared processing services other than for its own use; (c) interfere with any license key mechanism in the Products or otherwise circumvent mechanisms in the Products intended to limit use; (d) reverse engineer, disassemble, decompile, translate, or otherwise seek to obtain or derive the source code, underlying ideas, algorithms, file formats or non-public APIs to any Products, except as permitted by law; (e) publicly disseminate information regarding the performance of the Products; or (f) use the Products to circumvent the terms and conditions of any agreement binding Customer with a third-party supplier. The above restrictions are material to this Agreement and Customer’s failure to comply with any of them will constitute sufficient cause for termination.

3.5. Removals and Suspension. PMP has no obligation to monitor any content uploaded to the Hosted and On-Premises Services. Nonetheless, if PMP deems such action necessary based on Customer’s breach of this Agreement, PMP may then (i) remove Customer Data from the Hosted and On-Premises Services and/or (ii) suspend access to the Hosted and On-Premises Services. In such circumstances PMP will alert Customer before taking such action(s) and give Customer a reasonable opportunity to cure its breach; However should PMP determine that Customer's actions endanger the operation of the Hosted and On-Premises Services or have a negative impact upon other users (e.g., by way of non-exclusive examples, uploading Restricted Data to the Hosted and On-Premises Services in breach of Section 4.2 or conducting penetration or load testing without PMP’ prior approval in breach of Section 4.4), PMP may suspend Customer’s access with written notice to follow as soon as possible thereafter.

3.6. Software Components. To the extent necessary for Customer’s use of the Hosted and On-Premises Services, PMP will make available to Customer certain on-site software components and will grant Customer a non-exclusive, non-sublicensable and non-transferable license to install and use such on-site software components during the applicable Term in accordance with this Agreement, and the Documentation. Further, Customer acknowledges that certain components of the Products may be covered by open-source software licenses, which includes any software licenses approved as open-source licenses by the Open-Source Initiative or any substantially similar licenses.

4. Customer Data.

4.1. Customer Data. As between the Parties, Customer will retain all right, title, interest and control in and to Customer Data. “Customer Data” means data that is submitted or entered into the Hosted and On-Premises Services by or on behalf of Customer, including information which reflects the use of the Hosted and On-Premises Services by Customer’s users and specifically excludes Application Usage Data. Customer hereby grants to PMP a non-exclusive, non-sublicensable, non-transferable, worldwide, royalty-free licence to use, copy, store, transmit, distribute, display, modify and create derivative works of Customer Data during the applicable Term, as necessary to provide and ensure proper operation of the Hosted and On-Premises Services in accordance with this Agreement and the Documentation.

4.2. Customer's Responsibility. Customer must ensure that its use of Hosted and On-Premises Services, including the content of its Customer Data and the transfer and use of its Customer Data as permitted under this Agreement is at all times compliant with Laws, does not impose data protection or other obligations not covered under this Agreement, and does not violate third-party rights, including any intellectual property rights, privacy rights, or publicity rights.

4.3. Personal Data Processing Addendum. To the extent applicable under privacy Laws, Customer Data will be processed by PMP in accordance with PMP’s standard personal data processing addendum appended hereto.

4.4. Security. The Customer Data will be protected by industry standard measures and procedures. PMP will continuously improve its security measures and procedures to reflect process improvements and changing industry practices, provided that no such implemented change will materially reduce the overall security of the Hosted and On-Premises Services. Customer may not, without the prior written consent of PMP, which consent shall not be unreasonably withheld: (i) conduct security, integrity, penetration, vulnerability or similar testing on the Hosted and On-Premises Services, or (ii) use any Hosted and On-Premises Services tool designed to emulate the actions of a human user (commonly referred to as robots) for use in conjunction with the Hosted and On-Premises Services.

5. Support and Maintenance. PMP will provide the Support and Maintenance services and will commit to the service levels described in the support and service level policy referred to in an applicable Order ("Support and Service Level Policy"). The Support and Service Level Policy may be modified by PMP from time to time to reflect process improvements and changing industry practices, provided that no such change will materially reduce the level of Support and Maintenance services initially subscribed by Customer.

6. Financial Terms.

6.1. Delivery. All deliveries of and for the Hosted and On-Premises Services under this Agreement will be made electronically. Upon invoicing of the fees due under an applicable Order, PMP will deliver the login instructions to the Customer’s contact as specified in the Order or otherwise communicated to PMP by Customer in writing.

6.2. Payment. Customer agrees to pay all fees in accordance with each Order. Unless otherwise specified in the Order, Customer will pay all amounts in the currency specified in the Order within thirty (30) days of receipt of an accurate invoice by PMP. If any invoiced amount is not paid by its due date, without limiting PMP’s rights and remedies, (i) such unpaid amounts will accrue interest at the rate of 1% per month or the maximum rate permitted by applicable Law, whichever is less and (ii) PMP may condition Customer's future subscriptions to payment terms more stringent than those provided in this Section. In the event a payment owed by Customer under an accurate invoice is overdue by thirty (30) days or more, PMP shall have the further right, at its sole option, to suspend Customer's access to the Hosted and On-Premises Services until full payment is received. PMP will not exercise its rights under this Section if Customer has disputed in good faith an unpaid amount in accordance with this Agreement and is with PMP to resolve the dispute. Other than as expressly set forth in this Agreement, all amounts are non-refundable, non-cancelable and non-creditable.

6.3. Purchase Orders. If Customer requires a purchase order number on the invoices issued by PMP, it will be Customer's sole responsibility to provide PMP with all required information in respect thereof prior to the start of the applicable subscription, filing which PMP will be under no obligation to include such information in its invoices to Customer. The Parties agree that any terms and conditions included on any purchase order issued by Customer will not apply to or modify this Agreement or any Order.

6.4. Taxes. To the extent that any taxes or duties are payable by PMP in connection with the Products, PMP will include such taxes and duties in the invoice, and Customer must pay the amount of such taxes or duties in addition to any fees owed under this Agreement. If Customer has obtained an exemption from the any taxes or duties as of the time same are levied or assessed, Customer must provide PMP with any such exemption information, and PMP will then apply reasonable efforts to provide the invoicing documents to enable Customer to obtain a refund or credit for the amounts so paid from any relevant revenue authority, if such a refund or credit is available.

7. Limited Offerings. PMP may make available to Customer certain products or services for evaluation and testing purposes, including trials, pilots, free or developer accounts, pre-release features or beta products (each a “Limited Offering”). Customer’s use of a Limited Offering will be subject to this Section. Customer may not use a Limited Offering for competitive analysis or similar purposes. PMP may change or discontinue a Limited Offering at any time and for any reason or choose not to release a Limited Offering commercially into general availability, without any liability to PMP. At the end of the Term of the Limited Offering (as indicated on an Order or as otherwise communicated by PMP), Customer will immediately cease all use of the Limited Offering. Any data entered into the Limited Offering, and any configuration or customization made to the Limited Offering may be lost. Customer hereby acknowledges that the Limited Offering is provided by PMP on an as-is and as-available basis. To the maximum extent permitted by applicable Law, PMP disclaims all obligations or liabilities with respect to the Limited Offering, including any Support and Maintenance, warranties, liabilities and indemnification obligations.

8. Ownership and Feedback.

8.1. PMP Ownership. The Products are made available to Customer on a limited license or access basis. No ownership right is conveyed to Customer, irrespective of the use of terms such as “subscription”, “purchase” or “sale”. PMP and its licensors retain all right, know-how, title and interest, including all intellectual property rights, registered or not, and trade secrets, in and to the Products, their look and feel, any related or underlying technology, and any modification or derivative work created by or for PMP (“PMP Technology”).

8.2. Feedback. Customer and its Users may submit comments, information, questions, data, ideas, description of processes, or other information to PMP, including in the course of receiving Support and Maintenance (“Feedback”). The portion of Feedback used by PMP only consists of the content of Customer’s comments on PMP’s Hosted and On-Premises Services, without any Customer Data or Confidential Information. PMP may freely use and incorporate any Feedback into its products and services as well as in any web publication or advertising.

8.3. Performance Metrics. Customer hereby acknowledges that PMP collects and uses quantitative, transactional and performance data on the use of the Hosted and On-Premises Services in an aggregated form which does not comprise any Customer Data (“Performance Metrics”). PMP uses Performance Metrics for its internal business purposes, including to measure and enhance the functionality and operation of the Hosted and On-Premises Services and related products and services, to develop and improve algorithms, models, and other tools for such products and services.

9. Confidentiality. Except as otherwise set forth in this Agreement, each Party agrees that all code, inventions, know-how, business, technical and financial information or any information specifically designated as confidential or that would reasonably be understood to be confidential or proprietary disclosed to such Party (“Receiving Party”) by the disclosing Party (“Disclosing Party”) constitute the confidential property of the Disclosing Party (“Confidential Information”). Any PMP Technology, any commercial terms (including pricing) of this Agreement and any Order or SOW (but not the mere existence of this Agreement) and any performance information relating to the Products shall be deemed Confidential Information of PMP without any marking or further designation. Except as expressly authorized herein, the Receiving Party will use (and will ensure that its employees, agents, contractors and any approved third parties use) reasonable efforts (which shall be no less than the efforts used to protect its own confidential or proprietary information of a similar nature or at least that which would be applied by a reasonable person in similar circumstances) to : (a) prevent the use of any Disclosing Party’s Confidential Information for any purpose other than as authorized by this Agreement unless authorized by the Disclosing Party and; (b) limit access to the Disclosing Party’s Confidential Information to the Receiving Party’s employees, agents and contractors who need this access for purposes consistent with this Agreement. The Receiving Party's non disclosure obligation shall not apply to information which the Receiving Party can document: (i) was rightfully in its possession or known to it prior to receipt of the Confidential Information; (ii) is or has become public knowledge through no fault of the Receiving Party; (iii) is obtained by the Receiving Party from a third party without Receiving Party being aware of any breach by Disclosing Party of any of its confidentiality obligations; or (iv) is independently developed by the Receiving Party without use of the Confidential Information. The Receiving Party may also disclose Confidential Information if so required pursuant to a regulation, law or court order (but only to the minimum extent required to comply with such regulation or order and to the extent legally permissible with advance notice to the Disclosing Party).

10. Term and Termination.

10.1. Term. This Agreement will remain in effect for as long as Customer holds a valid subscription to the Hosted and On-Premises Services, unless sooner terminated as permitted herein.

10.2. Termination for Breach. Either Party may terminate this Agreement before the expiry of the Term if the other Party materially breaches any of the terms and conditions of this Agreement and does not cure such breach within thirty (30) days after written notice of the breach. Either Party may also terminate the Agreement before the expiry of the Term if the other Party ceases to operate, declares bankruptcy, or becomes insolvent or otherwise unable to meet its financial obligations. If Customer terminates the Agreement pursuant to this Section, PMP will provide Customer with a refund for any prepaid and unused amounts for the otherwise remaining portion of the Term.

10.3. Effect of Termination and Survival. Except where an exclusive remedy is specified in this Agreement, the exercise by either Party of any remedy, including termination, will be without prejudice to any other remedies it may have under this Agreement, by Law, or otherwise. Once the Agreement terminates, Customer and its Users will no longer have any right to use or access any Products, or any information or materials that PMP makes available under this Agreement, including PMP Confidential Information. Customer is required to delete any of the foregoing from its systems (including any third-party systems operated on Customer's behalf) and to provide, upon request, a written confirmation of same to PMP. All provisions herein that, by their very nature, shall survive any termination or expiry of this Agreement will survive such termination or expiry.

11. Warranty and Disclaimer.

11.1. Mutual Representation. Each Party represents and warrants that it has the legal power and authority to enter into this Agreement, and that, this Agreement and each Order is entered into by an agent of such Party with all necessary authority to bind such Party in accordance with the terms and conditions of this Agreement.

1.2. Performance Warranty. PMP represents and warrants that, during the Term, the Hosted and On-Premises Services will perform in all material respects with the Documentation and that Support and Maintenance will be provided in accordance with industry standards. For any breach of the above warranties, Customer's exclusive remedy and PMP’s entire liability shall be: (a) for PMP to correct the errors that caused such breach of warranty; or, (b) if PMP cannot correct such breach in a commercially reasonable timeframe, Customer may terminate its subscription to the applicable Hosted and On-Premises Services and request a refund for any prepaid and unused amounts for the remaining portion of the Term.

11.3. Disclaimer. PMP disclaims all warranties and representations of any kind that are not expressly stated herein. The duration of the statutorily required warranties, if any, are hereby limited to the shortest period permitted by Law. Customer understands that the use of the Hosted and On-Premises Services necessarily involves the transmission of Customer Data over networks that are not owned, operated or controlled by PMP or PMP’s subcontractors, and that PMP is not responsible for any of Customer Data being or getting lost, altered, intercepted or stored across networks that are not owned, operated or controlled by PMP or PMP’s subcontractors. PMP shall not be liable for any issues inherent to the use of the Internet or the use or configuration of other systems outside of PMP’s control, including but not limited to the configuration of Customer’s networks, servers, infrastructure, firewall and applications, or for any issues in connection with Customer’s use or configuration of the Hosted and On-Premises Services other than as recommended in the Documentation. To the maximum extent permitted by Law, PMP and its suppliers do not provide any representation or warranty regarding the reliability or accuracy of any Product or its content. Additionally, PMP and its suppliers do not guarantee that (a) the use of any Product will be secure, timely, uninterrupted or error-free, (b) the interoperability of the Products with any other system or data, (c) the Products will meet Customer's requirements; (d) any stored data will be accurate, reliable, or immune to loss or corruption (e) any error or defect will be corrected; or (f) any servers that make Hosted and On-Premises Services available are free of viruses or other harmful components.

12. Limitation of Liability.

12.1. Limitation of Liability. Except for either Party’s express indemnification obligations, wilful misconduct or gross negligence, or Customer’s breach of Section 3.4 (Restrictions) or Section 4.2 (Customer’s Responsibility), neither Party shall be liable for amounts exceeding the fees actually paid by Customer for the Hosted and On-Premises Services in the twelve (12) months preceding the first act or omission giving rise to such liability.

12.2. Exclusion of Certain Damages. In no event will either Party incur any liability arising out of or related to this Agreement for any lost profits, revenues, goodwill, reputational damage or indirect, special, incidental, consequential damages of any kind arising out of or related to this Agreement, regardless of the form of action, whether in contract, tort, strict liability or otherwise, even if informed of the possibility of such damages in advance. The limitations of liability set forth in this Section 12 will apply whether an action is in contract or tort and regardless of the theory of liability but will not limit or affect Customer’s payment obligations under this Agreement. Nothing in this Section 12 shall exclude or limit the liability of either Party to the extent that the same may not be excluded or limited as a matter of applicable Law.

13. Indemnification.

13.1. Indemnity by PMP. PMP will defend and indemnify Customer, and its directors, officers and employees against any demands, losses, costs, liabilities or damages (including reasonable attorneys' fees) awarded by a court of competent jurisdiction or agreed to settlement by PMP arising from a third-party claim ("Claim") alleging that (i) PMP caused bodily injury (including death) or damages to real or tangible property or that (ii) the Hosted and On-Premises Services, when used as authorized under this Agreement, infringed third-party intellectual property rights. PMP’s indemnification obligations under subparagraph (ii) do not apply: (1) if the Hosted and On-Premises Services are modified by any third party or used in combination with any non-PMP product, software or equipment; (2) to unauthorized use of the Hosted and On-Premises Services; (3) to any Claim arising as a result of circumstances covered by Customer indemnification obligations in Section 13.2 (Indemnity by Customer) or any third-party deliverables or components contained within the Products; (4) to any open source components included in the Hosted and On-Premises Services or (5) if Customer settles or makes any admissions with respect to a claim without PMP’s prior written consent.
If Customer’s use of the Hosted and On-Premises Services is likely to be or is enjoined, if required by settlement, or if PMP determines at its reasonable discretion that such actions are necessary to avoid liability, PMP may, at its sole option and discretion: (i) procure a license for Customer’s continued use of the Hosted and On-Premises Services; (ii) substitute the Hosted and On-Premises Services with a substantially functionally similar product; or (iii) terminate Customer’s right to continue using the Hosted and On-Premises Services and refund any prepaid and unused amounts for the remaining portion of the Term.
This Section states PMP's sole liability and Customer's exclusive remedy for any infringement of intellectual property rights in connection with any Products or items provided by PMP under this Agreement.

13.2. Indemnity by Customer. Customer will defend and indemnify PMP, and its directors, officers and employees from and against any demands, losses, costs, liabilities or damages (including reasonable attorneys’ fees) arising from or relating to any claim relating to Customer's breach or violation of Section 4.2 (Customer's Responsibility).

13.3. Indemnification Process. Either Party’s indemnification obligations are subject to the other Party receiving (i) prompt written notice of the claim (but in any event notice in sufficient time for the indemnifying Party to respond without prejudice); (ii) the exclusive right for the Indemnifying Party to control and direct the investigation, defense, or settlement of such claim; and (iii) all reasonable necessary cooperation of the indemnified Party at its expense. The indemnifying Party may not, except with prior written consent of the indemnified Party, enter into any settlement of an indemnified claim that imposes a direct financial liability on the indemnified Party or includes an admission of fault by the indemnified Party.

14. Notices, Governing Laws and Venue.

14.1. PMP Contracting Entity. This Agreement will be construed in accordance with the laws of the Province of Quebec and the federal laws applicable therein, without regard to choice or conflicts of law rules, and the Parties hereby consent to personal jurisdiction and venue therein, agreeing to the exclusive jurisdiction of the appropriate court or tribunal of the District of Quebec, Province of Quebec. The Parties agree that this Agreement is not governed by the United Nations Convention on Contracts for the International Sale of Goods nor the Uniform Computer Information Transactions Act (UCITA).

14.2. Dispute Resolution and Arbitration. In the event of any controversy or claim arising out of or relating to this Agreement, the Parties shall consult and negotiate with each other and, recognizing their mutual interests, attempt to reach a solution satisfactory to both Parties. If the Parties do not reach settlement within a period of sixty (60) days of either Party sending written notice of a dispute or controversy, any unresolved controversy or claim arising out of or relating to this Agreement shall proceed to binding arbitration under the Rules of Arbitration of the International Chamber of Commerce or any other similar dispute arbitration organization agreed by the Parties. The Parties will appoint a single arbitrator. Arbitration will take place in Quebec, Province of Quebec, in the English language. All negotiations and arbitration proceedings pursuant to this Section will be confidential and treated as compromise and settlement negotiations for purposes of all similar rules and codes of evidence of applicable legislation and jurisdictions.

14.3. Injunctive Relief. Nothing in this Agreement shall prevent either Party from seeking injunctive relief with respect to a violation of intellectual property rights, confidentiality obligations or enforcement or recognition of any award or order in any appropriate jurisdiction.

14.4. Notices. All notices required or permitted to be given pursuant to this Agreement shall be in writing and will be considered properly given if mailed first class mail, postage paid or by registered mail with proof of receipt, sent by a recognized courier service with signed receipt, or emailed in accordance with this Section. If sent to Customer, notices will be to the attention of “Legal” at Customer's mailing or email address indicated in the Order. If sent to PMP, notices will be to the attention of “Legal” at the address indicated at the beginning of this Agreement, with a copy to legal@pmpsolutions.ca. PMP may also provide notices and communications to Customer through its account for the Hosted and On-Premises Services.

15. General Provisions.

15.1. Force Majeure. Neither Party shall be liable to the other Party for any delay or failure to perform any obligation under this Agreement (except for a failure to pay fees) if the delay or failure is due to a Force Majeure Event and without the fault or negligence of the Party so failing or delaying. “Force Majeure Event” means unforeseen events which are beyond the reasonable control of such Party, including civil commotion, labor disturbances, war or act of terrorism, natural disaster, epidemic, and failure or diminishment of public utilities or data networks.

15.2. Assignment. This Agreement may not be assigned or transferred, in whole or in part, by either Party without the prior written consent of the other Party, except that no consent shall be required for an assignment of this Agreement by a Party pursuant to a change of control, merger or sale of substantially all of such Party’s assets or outstanding stock or to a wholly-owned subsidiary of such Party, or to a wholly owned subsidiary of such Party’s controlling owner, provided that, if (a) the assignee is a competitor of the other Party, or (b) the other Party reasonably determines that such assigning Party’s assignee will not have sufficient capital, assets, resources and expertise to perform its obligations hereunder, then such consent shall be required. Subject to the foregoing, this Agreement shall be binding upon and inure to the benefit of the Parties to this Agreement and their respective successors and permitted assigns.

15.3. Updates to this Agreement. PMP may modify the terms herein from time to time by posting a revised version on the PMP website. The modified terms will become effective upon posting.

15.4. Entire Agreement and Order of Precedence. This Agreement contains the entire agreement between Customer and PMP relating to the Products and any other subject matter covered by this Agreement and supersedes all prior or contemporaneous oral or written communications, proposals and representations. The Parties recognize and agree that no right of termination is granted under this Agreement other than those expressly provided for herein and hereby waive the application of any statutory termination rights, including those granted under Article 2125 of the Civil Code of Quebec. If any provision of this Agreement is held invalid by an arbitrator or court of competent jurisdiction, such provision will be severed, and the remainder of the Agreement will remain in full force and effect and will be construed to effectuate the Parties’ intent to the maximum extent possible. In the event of any conflict or inconsistency between this Agreement and any other document included hereunder by reference, the conflict or inconsistency shall be resolved in the following descending order of precedence: (i) the applicable Order or SOW; (ii) the Personal Data Processing Addendum (“PDPA”) appended hereto for ease of reference; (iii) the body of this Agreement; (iv) the Documentation.

15.5. Publicity. Customer hereby grants to PMP a non-exclusive, non-transferable, royalty-free, and worldwide licence to use Customer’s trade name and logo (“Licensed Marks”) and identify it as a Customer in promotional materials (including on the PMP website), marketing activities, and in regulatory disclosures. PMP may use the Licensed Marks included in the material Customer shares with PMP or those publicly available on Customer’s website; provided that Customer can at all times supplement or amend its Licensed Marks instructions, or request PMP to stop using its Licensed Marks, by sending an email to legal@pmpsolutions.ca, and PMP will then promptly process Customer’s request.

15.6. Waiver. No failure or delay by an injured Party to this Agreement in exercising any right hereunder shall operate as a waiver thereof, nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any right, power or privilege hereunder, at law or in equity.

15.7. Independent Parties. The Parties are independent contractors. This Agreement shall not be construed as constituting either Party as a partner or agent of the other or to create any other form of legal association that would grant to either Party the express or implied right, power or authority to create any duty or obligation of the other Party.