RECOLLECTIVE MASTER SOFTWARE AS A SERVICE AGREEMENT

The terms of this Recollective Master Software as a Service Agreement are incorporated by reference into each Recollective order form as further defined below (the “Order Form”). By executing the Order Form, the parties agree to be bound by terms and conditions of this Recollective Master as a Software Service Agreement. If the Order Form is executed by individuals on behalf of a corporation, those individuals hereby represent and warrant that they have the authority to bind the corporation.

WHEREAS:

A. Recollective has developed and will update from time to time a Web Interface (as defined below) that supports online research;

B. Recollective provides access to the Web Interface over the world wide web via a customizable website unique to each customer or project;

C. Users authorized by a client may “log in” and access the Web Interface and participate in the online research; and

D. The Client desires to enter into a Master Software as a Service Agreement with Recollective whereby the Client may access the Web Interface from time to time on the terms and conditions set forth herein and such other terms as may be agreed to in an Order Form particular to each instance of access.

NOW THEREFORE THIS AGREEMENT WITNESSES THAT in consideration of the mutual covenants and agreements herein contained and contained in each Order Form, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereto hereby agree as follows:

Article 1. INTERPRETATION

Section 1.01 General. This Agreement is a Master Software as a Service Agreement and governs the overarching relationship between Recollective and the Client. It is contemplated that subsequent agreements between Recollective and the Client for specific services and licensing may be made pursuant to Order Forms. The terms of such Order Forms may run concurrently or consecutively. Nothing in this Agreement should be read to preclude the possibility of the concurrent licensing and provision of services pursuant to multiple Order Forms, but rather this is expressly intended.

Section 1.02 Definitions. Definitions are as follows:

(a) “Admin Access End Date” means a date four (4) weeks from the Participant Access End Date unless otherwise specified in an Order Form.

(b) “Admin Access Start Date” means a date indicated in a specific Order Form upon which the Client may, through a limited number of administrator accounts, begin accessing the Web Interface as described in that Order Form.

(c) “Agreement” means this Recollective master software as a service agreement.

(d) “Authorized User” means any person who obtains login credentials from the Client to access the Web Interface or is otherwise authorized by the Client to access the Web Interface, including the Client’s employees, agents, research subjects and moderators.

(e) “Client” means the party set out in the Order Form.

(f) “Client Customization Specifications” means written directions provided by the Client to Recollective describing the Client’s desired “look and feel” for the Web Interface and its operation. Client Customization Specifications may contain Client Intellectual Property.

(g) “Client Intellectual Property” means intellectual property owned by or licensed to the Client prior to the Effective Date and intellectual property that the Client subsequently develops, purchases or licenses during the SaaS Term independently of Recollective.

(h) “Data Protection Laws” means all laws and regulations, including laws and regulations of the European Union and Canada, applicable to the processing of Personal Data under the Agreement, which may include the EU General Data Protection Regulation 2016/679 (“GDPR”) and will include the Personal Information Protection and Electronic Documents Act, S.C. 2000, c. 5. (“PIPEDA”)

(i) “Data Subject” means a natural person protected by Data Protection Laws and to whom the Personal Data relates.

(j) “Effective Date” means the date the Client first executes an Order Form.

(k) “Fees” means the aggregate of the monetary obligations set forth in Article 4.

(l) “Improper Use” means use of the Web Interface or Services in violation of Recollective Terms of Use as amended from time to time.

(m) “Order Form Term” means the period of time running from an Admin Access Start Date to the Admin Access End Date.

(n) “Order Form” means written agreements executed from time to time between the Client and Recollective for access to the Web Interface and provision of Services in the form annexed hereto at Annex “A”.

(o) “Participant Access End Date” means the date on which all the Participant Access Days, counting from the date of the Target Participant Access Start Day, have been expended.

(p) “Participants” means Authorized Users who are research subjects.

(q) “Personal Data” means any information relating to an identified or identifiable natural person; an identifiable natural person is one who can be identified, directly or indirectly, in particular by reference to an identifier such as a name, an identification number, location data, an online identifier or to one or more factors specific to the physical, physiological, genetic, mental, economic, cultural or social identity of that natural person.

(r) “Posted Content” means all content uploaded by the Client or its Authorized Users to the Web Interface or provided to Recollective for inclusion in the Web Interface. Without limiting the generality of the foregoing, Posted Content includes Participants’ activity responses, discussion posts, comments, excerpts and tags and may take the form of text, photos or video.

(s) “Proprietary Information” and “Receiving Party” have the meanings set forth in Section 8.01.

(t) “Recollective” means Recollective Inc., a corporation incorporated under the laws of Canada, with its registered office located at 283 Alexandre-Tache Blvd., Suite F3050, Gatineau, QC, Canada, and named Ramius Corporation prior to the 1st of October 2019.

(u) “Recollective Intellectual Property” means the Web Interface and all improvements, enhancements or modifications thereto; any software, applications, inventions or other technology developed by Recollective in connection with Services; any Recollective trademarks and patents used in connection to its provision of the Service; and any otherwise authored works, whether or not completed at the direction of the Client or developed by Recollective as a consequence of Recollective’s provision of the Services.

(v) “Recollective Terms of Use” means the terms of use attached hereto as Annex B.

(w) “SaaS Term” means the period starting on the effective date of this Agreement and ending on the termination of this Agreement as set forth in Article 5.

(x) “Services” means the services provided by Recollective to Client as set out at Article 3.

(y) “Target Participant Access Start Date” means a date as indicated in a specific Order Form from which the Participants may access the Web Interface pursuant to the terms of such Order Form.

(z) “Third Party” means a party who is not Recollective or the Client.

(aa) “Web Interface” means the cloud-based web interface and its underlying software developed and owned by Recollective.

Article 2. WEB-BASED LICENCE

Section 2.01 Non-Exclusive License for Web Interface. For the duration of each Order Form Term Recollective grants to Client, and Client accepts, a worldwide, non-transferable, non-exclusive license and right to access the Web Interface via the internet and use the Web Interface as set out in such Order Form and this Agreement. Client acknowledges that its access and use of the Web Interface will be web-based only. The Web Interface will not be provided to the Client in CD-ROM form (or any other form of media) and will not be installed on any servers or other computer equipment (including smart phones and tablets) owned or otherwise controlled by Client. Instead, the Web Interface will be hosted by Recollective and accessed and used by the Client through the internet and Client's computers and the Authorized Users’ computers.

Section 2.02 Expiration of Order Form. On the Admin Access End Date of an Order Form, such Order Form will terminate, and notwithstanding that the SaaS Term has not expired, the license granted by Recollective to the Client pursuant to such Order Form will terminate. Nothing in this provision extinguishes the Client’s rights pursuant to other Order Form(s) that have not terminated.

Article 3. SERVICES

Section 3.01 Services. For the duration of each Order Form Term, Recollective shall provide to the Client the following Services:

(a) Activation and Maintenance of a Web Interface. Recollective shall perform the following:

(i) No later than Admin Access Start Date, Recollective will activate a Web Interface for the Client and provide to Client login credentials for the Web Interface and privileges permitting the Client to customize the Web Interface and create accounts for Authorized Users.

(ii) If an Order Form provides for customization by Recollective of the Web Interface, the Client provides Client Customization Specifications and Recollective approves the Client Customization Specifications, then Recollective will customize the Web Interface according to the Client Customization Specifications.

a. If Recollective rejects a non-trivial aspect of the Client Customization Specifications, the Client may terminate the specific Order Form under which the Client Customization Specifications were issued upon twenty four (24) hours’ notice.

b. Any substantial changes to such specifications after submission to Recollective must be approved by Recollective and may be subject to additional charges.

ii) On the Target Participant Access Start Date, Recollective will provide Participants access to the Web Interface. At any time prior to the Target Participant Access Start Date, the Client may adjust the Target Participant Access Start Date using the tools available within the Web Interface. Recollective may charge a fee for adjustments to the Target Participant Access Start Date requested by the Client after the Target Participant Access Start Date.

iii) On the Participant Access End Date, Recollective will cease providing Participants access to the Web Interface. Recollective will continue to provide the Client access to the Web Interface until the Admin Access End Date.

(b) Hosting. Recollective shall perform the following:

(i) Recollective will host, on Recollective managed servers, the Web Interface such that it can be accessed over the internet. Hosting may be conducted on the servers of Third Parties subject to the provisions of Article 12.

(ii) Recollective will host, on Recollective’s managed servers, the Posted Content.

(c) Miscellaneous. Recollective shall provide Client with such other services as may be set out in the Order Form upon the terms contained therein.

Section 3.02 Service Level Agreement. Recollective warrants that the Services will be performed in accordance with, and be subject to, the Service Level Agreement set forth in Annex C (the “SLA”). The SLA shall also set out the technical support services to be provided by Recollective to the Client.

Section 3.03 Expiration of Order Form. On the Admin Access End Date of an Order Form, such Order Form will terminate, and notwithstanding that the SaaS Term has not expired, Recollective will cease providing technical support services under such Order Form and may de-activate the Web Interface. Recollective will delete the Posted Content hosted pursuant to such Order Form within sixty (60) days of the Admin Access End Date of such Order Form.

Section 3.04 Interruption of Service. In case of Services unavailability, Client shall be entitled to an extension of the Order Form Term by one day for each day, of part thereof, of the Order Form Term in which there was a period where the Services were unavailable. Under the terms of this provision, the Order Form Term may not be extended by more days than its original length. This section states the entirety of the Client’s remedy of service interruption up to ten (10) days.

Article 4. FEES AND PAYMENT

Section 4.01 Fees. The Client agrees to pay Recollective all fees and other charges for the licenses granted and Services performed by Recollective hereunder, including, without limitation, the licenses to use the Web Interface, activation of the Web Interface, customization of the Web Interface by Recollective (if any), hosting the Web Interface, and technical support, at the rates set forth in each Order Form. Any increase thereto shall be approved in writing in advance by the Client.

Section 4.02 Invoices. Recollective will bill through an invoice. Full payment for invoices issued in any given month must be received by Recollective thirty (30) days from the date the invoice is issued unless otherwise agreed in writing. Unpaid amounts are subject to a finance charge of 1.5% per month on any outstanding balance or the maximum permitted by law, whichever is lower, and costs of collection.

Section 4.03 Disputed Billing. If Client believes that Recollective has billed Client incorrectly, Client must contact Recollective no later than thirty (30) days from the date of the invoice in which the error or problem appeared in order to be eligible for an adjustment or credit. Adjustments or credits will be issued at the sole discretion of Recollective. Recollective is released from claims for disputed bills where notice is given outside of thirty (30) days from the date of the invoice. This provision sets out the sole remedy available to the Client for disputed billing.

Section 4.04 Taxes. Client shall be responsible for any and all taxes (including, but not limited to, federal, provincial and / or state taxes), fees, duties or other amounts, however designated, including without limitation, value-added and withholding taxes, which are levied or based on any payment made pursuant to this Agreement or an Order Form.

Article 5. TERM AND TERMINATION

Section 5.01 SaaS Term. The term of this Agreement will begin on the Effective Date and will continue until terminated by mutual written consent or in accordance with this Article 5.

Section 5.02 Termination by Recollective. Without prejudice to any right or remedy Recollective may have against Client for breach or non-performance of this Agreement, Recollective shall have the right to terminate this Agreement and all Order Forms by prior written notice if any of the following events occur:

(a) A material breach of this Agreement by the Client that is not cured within thirty (30) days of written notice of such breach delivered to Client;

(b) Non-payment to Recollective of any amounts due by Client that are not paid within thirty (30) days of written notice delivered to Client advising Client of its non-payment;

(c) Client ceases to conduct business in the ordinary course for a period of ten (10) consecutive days, becomes insolvent or commits an act of bankruptcy or becomes bankrupt, makes a general assignment for the benefit of creditors, becomes involved in voluntary or involuntary wind-up procedures, or if a receiver is appointed for the business of the Client; or

(d) Recollective discovers that Client or any Authorized User has engaged in Improper Use of the Services.

Section 5.03 Termination by Client. Without prejudice to any right or remedy Client may have against Recollective for breach or non-performance of this Agreement, Client shall have the right to terminate this Agreement forthwith by prior written notice if any of the following events occur:

(a) A material breach of this Agreement by Recollective that is not cured within ten (10) days of written notice of such breach delivered to Recollective; or

(b) Recollective ceases to conduct business in the ordinary course for a period of ten (10) consecutive days, becomes insolvent or commits an act of bankruptcy or becomes bankrupt, makes a general assignment for the benefit of creditors, becomes involved in voluntary or involuntary wind-up procedures, or if a receiver is appointed for the business of Recollective;

Section 5.04 Effect of Termination. Upon termination of this Agreement:

(a) Recollective will cease to perform the Services and all licenses granted by Recollective to the Client will terminate;

(b) All work in progress or otherwise un-invoiced accrued Fees will become due and payable immediately by Client; and

(c) Each party will immediately return all materials, return or destroy all Proprietary Information in its possession belonging to the other party, and certify such return or destruction.

Section 5.05 Refund. Where Recollective terminates this Agreement pursuant to section 5.02 hereof, no amount paid by the Client, including but not limited to any amounts paid in advance, shall become refundable.

Article 6. RESTRICTIONS AND RESPONSIBILITIES

Section 6.01 Client's Equipment. Client shall be responsible for obtaining and maintaining any equipment and ancillary services needed to connect to, or access the Web Interface, including, without limitation, modems, hardware, servers, software, operating systems, networking, web servers and the like (collectively, “Equipment”). Client shall also be responsible for maintaining the security of the Equipment, passwords (including but not limited to administrative and user passwords) and files, and for all uses of Client’s account or the Equipment with or without Client’s knowledge or consent.

Section 6.02 Authorized Users. Client acknowledges that it shall be solely responsible for the actions of its Authorized Users and for Posted Content uploaded to the Web Interface. Although Recollective may occasionally monitor Posted Content for quality control of its Services, Recollective does not and cannot actively censor Posted Content. Recollective assumes no responsibility for the truthfulness or accuracy of Posted Content and accepts no responsibility for defamatory, infringing or otherwise actionable Posted Content that the Client or its Authorized Users upload or otherwise provide to Recollective.

Section 6.03 Improper Use. The Client agrees that neither it nor its Authorized Users will engage in Improper Use. The Client agrees that it will cause its Authorized Users to agree to the Recollective Terms of Use, or enter into an agreement imposing the same restrictions as the Recollective Terms of Use, prior to granting access to the Web Interface. The Client acknowledges that Recollective may suspend or disable an account of an Authorized User if Recollective suspects that the Authorized User has engaged in Improper Use.

Article 7. INTELLECTUAL PROPERTY

Section 7.01 Recollective Intellectual Property. Recollective shall own and retain all right, title and interest in the Recollective Intellectual Property.

Section 7.02 Client Intellectual Property. Client shall own and retain all right, title and interest in the Client Intellectual Property. As between Client and Recollective, Posted Content remains the property of the Client at all times.

Section 7.03 Client Intellectual Property License. For the duration of each Order Form Term plus sixty (60) days, the Client hereby grants, and Recollective hereby accepts, a non-transferable, non-exclusive license to use only the Client Intellectual Property contained in the Client Customization Specification, or such other Client Intellectual Property that the Client may specify in writing and provide to Recollective, for the strictly limited use of customizing the Web Interface.

Section 7.04 Posted Content License. For the duration of each Order Form Term plus sixty (60) days, the Client hereby grants, and Recollective hereby accepts, a non- transferable, non-exclusive license to use the Posted Content for the purpose of hosting, storing, and making it accessible through the Service to the Client and its Authorized Users.

Article 8. CONFIDENTIALITY AND PROPRIETARY RIGHTS

Section 8.01 Proprietary Information. Each party (the “Receiving Party”) understands that the other party (the “Disclosing Party”) has disclosed or may disclose information of a confidential or proprietary nature, including business, technical or financial information, relating to the Disclosing Party’s business (hereinafter referred to as “Proprietary Information” of the Disclosing Party). Proprietary Information of Recollective includes non-public information regarding features, pricing, functionality and performance of the Web Interface and Services. Proprietary Information of the Client includes non-public data provided by the Client to Recollective to enable the provision of the Services including all Posted Content. All Proprietary Information shall remain the property of the Disclosing Party.

Section 8.02 The Receiving Party agrees:

(a) To take reasonable precautions to protect such Proprietary Information by using the same level of care and discretion that the Receiving Party uses with respect to its own proprietary information, which will be in no case less than reasonable care and discretion; and

(b) Not to use (except in the performance of the Services or as otherwise permitted herein) or divulge to any Third Party any such Proprietary Information.

The Disclosing Party agrees that the foregoing shall not apply with respect to any information that the Receiving Party can document:

(a) Is or becomes generally available to the public through no act or omission of the Receiving Party;

(b) The Receiving Party can document was in its lawful possession or known by it prior to receipt from the Disclosing Party without any duty to keep such information confidential;

(c) Was rightfully disclosed to it without restriction or duty of confidentiality by a Third Party;

(d) Was independently developed without use of any Proprietary Information of the Disclosing Party; or

(e) Is required to be disclosed by law in accordance with Section 8.03 below.

Section 8.03 Notwithstanding anything to the contrary, the Receiving Party may disclose the Proprietary Information if compelled or required to do so by statute, court of law, other legal or regulatory process, or the rules of any exchange on which securities of the Receiving Party or its controlled affiliates are traded; in such event the Receiving Party (i) if permissible, give the Disclosing Party prompt written notice of an impending disclosure pursuant to this sentence, (ii) provide reasonable assistance to the Disclosing Party in opposing or limiting the compelled or required disclosure and (iii) make only such disclosure as is compelled or required.

Section 8.04 Reverse Engineering and Unauthorized Sharing. Client will not, directly or indirectly:

(a) Reverse engineer, decompile, disassemble or otherwise attempt to discover the source code, object code or underlying structure, ideas, know-how or algorithms relevant to the Web Interface;

(b) Modify, translate, or create derivative works based on the Web Interface; or

(c) Without the written consent of Recollective, share login information or otherwise provide access to the Web Interface to a person who is not a Participant, an agent of the Client or an employee of the Client.

Article 9. WARRANTY AND DISCLAIMER

Section 9.01 Good Standing Each party represents and warrants to the other party that: (a) it is duly organized, validly existing, and in good standing as a corporation or other entity under the laws of the jurisdiction of its incorporation or other organization, (b) it has, and throughout the Order Form Term, will retain, the full right, power, and authority to enter into the Agreement and perform its obligations hereunder, (c) the execution of this Agreement by its representative set forth below has been duly authorized by all necessary corporate or organizational action of such party, and (d) when executed and delivered by both parties, this Agreement will constitute the legal, valid, and binding obligation of such party, enforceable against such party in accordance with its terms.

Section 9.02 Warranty. Recollective warrants that it will use commercially reasonable efforts to maintain the Services in a manner that minimizes errors and interruptions and will perform the Services in a professional and workmanlike manner.

Section 9.03 Disclaimer. EXCEPT AS OTHERWISE PROVIDED HEREIN RECOLLECTIVE DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED OR ERROR FREE. SERVICES MAY BE TEMPORARILY UNAVAILABLE FOR SCHEDULED MAINTENANCE OR FOR UNSCHEDULED EMERGENCY MAINTENANCE, EITHER BY RECOLLECTIVE OR BY THIRD PARTY PROVIDERS, OR BECAUSE OF OTHER CAUSES BEYOND RECOLLECTIVE’S REASONABLE CONTROL. RECOLLECTIVE DOES NOT WARRANT THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE SERVICES. THE SERVICES ARE PROVIDED “AS IS” AND RECOLLECTIVE DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.

Article 10. INDEMNITY

Section 10.01 Recollective Indemnity for Client. Provided that Recollective is given prompt notice of such claim and is given information, reasonable assistance and the authority to defend or settle said claim, Recollective shall defend, indemnify and hold the Client harmless against any Third Party claims:

(a) Resulting from the Services infringing upon any European, United States or Canadian intellectual property right during the SaaS Term; and

(b) Resulting from Recollective’s failure to comply with its obligations under Data Protection Laws to the degree that it is responsible.

In the defence or settlement of any claim relating to any intellectual property right infringement, Recollective shall, in its reasonable judgment and at its option and expense:

(a) Obtain for Client the right to continue using the Services; or

(b) Replace or modify the Services so that it becomes non-infringing while giving substantially equivalent functionality.

Recollective shall have no liability to indemnify and defend Client to the extent:

(a) The alleged infringement is based on infringing information, data, software, applications, services, or programs created or furnished by or on behalf of Client;

(b) The alleged infringement is the result of a modification to the Web Interface made by anyone other than Recollective; or

(c) Client uses the Web Interface other than in accordance with this Agreement or any Order Form.

Section 10.02 Client Indemnity for Recollective. Provided that Client is given prompt notice of such claim and is given information, reasonable assistance and the authority to defend or settle said claim, Client shall defend, indemnify and hold Recollective harmless against any claims:

(a) Resulting from the Client’s Improper Use of the Web Interface or Services;

(b) Resulting from the Authorized Users’ Improper Use of the Web Interface or Services;

(c) That any Posted Content infringes or violates any rights of Third Parties, including without limitation, rights of publicity, rights of privacy, intellectual property, trade secrets or licenses; or

(d) Resulting from Client’s failure to comply with its obligations under Data Protection Laws to the degree that it is responsible.

Section 10.03 Mutual Indemnity. Each party (“Indemnifying Party”) shall indemnify and hold the other party (“Indemnified Party”) harmless against any Third Party claim, including costs and reasonable attorney's fees, in which the Indemnified Party is named as a result of the gross negligence or intentional acts or failure to act by the Indemnifying Party, its employees or agents, while performing its obligations under this Agreement, which result in death, personal injury or tangible property damage.

Section 10.04 Survival. The terms of this Article 10 shall survive the termination this Agreement.

Article 11. LIMITATION OF LIABILITY

Section 11.01 EXCEPT FOR THE CONFIDENTIALITY OBLIGATIONS PROVIDED IN ARTICLE 8 AND FOR THE INDEMNIFICATION FOR THIRD PARTY CLAIMS PROVIDED IN ARTICLE 10, EACH PARTY’S MAXIMUM LIABILITY FOR ANY ACTION ARISING UNDER THESE TERMS AND CONDITIONS, REGARDLESS OF THE FORM OF ACTION AND WHETHER IN TORT, CONTRACT OR OTHER FORM OF LIABILITY, SHALL IN NO EVENT EXCEED THE FEES PAID BY CLIENT DURING THE TWO-YEAR PERIOD PRECEDING NOTICE TO RECOLLECTIVE OF CLIENT'S LOSS. IN ANY EVENT, NEITHER PARTY SHALL BE LIABLE FOR INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY KIND, INCLUDING WITHOUT LIMITATION, LOST DATA, LOST PROFITS, OPPORTUNITIES OR CONTRIBUTIONS, LOSS OF USE, GOODWILL, BUSINESS INTERRUPTION, COST OF COVER, OR OTHER PECUNIARY OR NON-PECUNIARY LOSS, HOWEVER ARISING, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. RECOLLECTIVE SHALL HAVE NO LIABILITY OR RESPONSIBILITY IN THE EVENT OF ANY LOSS OR INTERRUPTION IN WEB INTERFACE ACCESS DUE TO CAUSES BEYOND ITS REASONABLE CONTROL OR FORESEEABILITY, SUCH AS LOSS, INTERRUPTION OR FAILURE OF TELECOMMUNICATIONS OR DIGITAL TRANSMISSIONS AND LINKS, INTERNET SLOWDOWN OR FAILURES. THE PARTIES AGREE TO THE ALLOCATION OF RISK SET FORTH HEREIN.

Section 11.02 Survival The terms of this Article 11 shall survive the termination of this Agreement.

Article 12. PRIVACY

Section 12.01 Privacy Roles and Responsibilities. The Parties agree that the Client is the controller of Personal Data, and therefore determines the purposes and means of the processing of Personal Data. Recollective will only process Personal Data on behalf of the Client and only on the documented instructions from the Client. The Client is responsible for obtaining and setting out the legal justification for the collection of Personal Data.

Section 12.02 Data Processing Agreement. The parties agree to the terms of the Data Processing Agreement annexed hereto as Annex D.

Section 12.03 Survival. The terms of this Article 12 shall survive the termination of this Agreement.

Article 13. MISCELLANEOUS

Section 13.01 Force Majeure. Except for Client's obligation to pay Recollective, neither party shall be liable for any failure to perform its obligations under this Agreement if prevented from doing so by a cause or causes beyond its control, including without limitation, acts of God or public enemy, failure of suppliers to perform, fire, floods, storms, epidemic or quarantine restrictions, earthquakes, riots or civil commotion, strikes, war, restraints of government, freight or other embargoes, weather conditions.

Section 13.02 Independent Contractor Status. Nothing in this Agreement is intended to construe the existence of a partnership, joint venture or agency relationship between Client and Recollective.

Section 13.03 Notices. All notices or other communications referenced under this Agreement shall be made in writing and sent to “Attention: General Counsel” at Recollective’s address as set forth in the Order Form and to Client's address set forth in the Order Form, or to the address otherwise designated from time to time in writing by the Parties. All notices shall be deemed given to the other party if delivered receipt confirmed using one of the following methods: registered or certified first class mail, postage prepaid; recognized courier delivery; or electronic mail.

Section 13.04 Governing Law and Arbitration. The laws of the Province of Ontario and the laws of Canada applicable therein, excluding choice of law principles, shall govern this Agreement. Any disputes or claims under this Agreement or their breach shall be submitted to and resolved exclusively by arbitration conducted in accordance with the Arbitration Act, 1991, S.O. 1991, c. 17. Any decision in arbitration shall be final and binding upon the Parties. Judgment may be entered thereon in any court of competent jurisdiction. Notwithstanding the above, Recollective may sue in any court for infringement of its proprietary or intellectual property rights.

Section 13.05 Severability. If any provision of this Agreement is held to be invalid or unenforceable, the invalidity or unenforceability will not affect the other provisions of this Agreement.

Section 13.06 Complete Agreement. This Agreement, and the annexes thereto, and any prior or subsequent Order Forms constitute the complete and exclusive agreement between the Parties with respect to the subject matter hereof, superseding any prior agreements and communications (both written and oral) regarding such subject matter.

Section 13.07 Agreement in English. The Parties hereto have required that this Agreement as well as any notice, document or proceedings relating hereto be written in English. Les Parties aux présentes ont exigé que le présent contrat ainsi que tout autre avis, document ou procédure s'y rapportant soit rédigé en anglais.

Section 13.08 Assignment. Neither this Agreement nor any rights, licenses or obligations hereunder, may be assigned by either party without the prior written approval of the non-assigning party. Notwithstanding the foregoing no such consent shall be required with respect to an assignment of this Agreement to an affiliate or in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets; provided that the assignee assumes in writing all of the assignor’s obligations under this Agreement.

Section 13.09 Remedies. Except as otherwise specifically stated herein, remedies shall be cumulative and there shall be no obligation to exercise a particular remedy. The failure by either party to enforce any rights granted hereunder or to take action against the other party in the event of any breach of this Agreement will not be deemed a waiver by that party as to the subsequent enforcement of rights or subsequent actions in the event of future breaches.