Software End User License Agreement

This End User License Agreement, including the Order Form which by this reference is incorporated herein (this “Agreement”), is a binding agreement between Pax Automa Systems Incorporated (“Pax Automa”) and the person or entity identified on the Order Form as the licensee of the Software (“Licensee”).

PAX AUTOMA PROVIDES THE SOFTWARE SOLELY ON THE TERMS AND CONDITIONS SET FORTH IN THIS AGREEMENT AND ON THE CONDITION THAT LICENSEE ACCEPTS AND COMPLIES WITH THEM. BY CLICKING THE “ACCEPT” BUTTON OR BY CHECKING THE “ACCEPT” BOX ON THE ORDER FORM YOU A. ACCEPT THIS AGREEMENT AND AGREE THAT LICENSEE IS 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 LICENSEE IS A CORPORATION, GOVERNMENTAL ORGANIZATION OR OTHER LEGAL ENTITY, YOU HAVE THE RIGHT, POWER AND AUTHORITY TO ENTER INTO THIS AGREEMENT ON BEHALF OF LICENSEE AND BIND LICENSEE TO ITS TERMS. IF LICENSEE DOES NOT AGREE TO THE TERMS OF THIS AGREEMENT, PAX AUTOMA WILL NOT AND DOES NOT LICENSE THE SOFTWARE TO LICENSEE AND YOU MUST NOT DOWNLOAD OR INSTALL THE SOFTWARE OR DOCUMENTATION.

NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT OR YOUR OR LICENSEE’S 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 LICENSEE DID NOT ACQUIRE LAWFULLY OR THAT IS NOT A LEGITIMATE, AUTHORIZED COPY OF PAX AUTOMA’S SOFTWARE.

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

    1. Authorized Users” means those individuals authorized by Licensee to use the Software pursuant to the license granted under this Agreement, each of whom must accept the Authorized User Terms of Use attached as Annex 1 prior to using the Software.

    2. Documentation” means user manuals, technical manuals and any other materials provided by Pax Automa, in printed, electronic or other form, that describe the installation, operation, use or technical specifications of the Software.

    3. 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.

    4. License Fees” means the license fees, including all taxes thereon, paid by Licensee for the license granted under this Agreement.

    5. Order Form” means the order form filled out and submitted by or on behalf of Licensee, and accepted by Pax Automa, for Licensee’s purchase of the license for the Software granted under this Agreement. Most Order Forms are completed on Pax Automa’s website at the time of download of the Software.

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

    7. Software” means Pax Automa’s Operos software program for which Licensee is purchasing a license, and/or such other software programs as expressly set forth in the Order Form.

    8. Term” has the meaning set forth in Section 11.1.

    9. Third Party” means any Person other than Licensee or Pax Automa.

    10. Update” has the meaning set forth in Section 7.

  2. License Grant and Scope. Subject to and conditional on Licensee’s payment of the License Fees, as applicable, and Licensee’s strict compliance with all terms and conditions set forth in this Agreement, Pax Automa hereby grants to Licensee a non-exclusive, non-transferable, non-sublicensable, limited license during the Term to use, solely by and through its Authorized Users, the Software and Documentation, solely as set forth in this Section 2 and subject to all conditions and limitations set forth in Section 4 or elsewhere in this Agreement. This license grants Licensee the right, exercisable solely by and through Licensee’s Authorized Users, to:

    1. Download and install in accordance with the Documentation one (1) copy of the Software on one (1) computer plus the number of other machines specified on the Order Form, each owned or leased, and controlled by, Licensee. In addition to the foregoing, Licensee has the right to make one (1) copy of the Software solely for archival and backup purposes. All copies of the Software made by Licensee:

      1. will be the exclusive property of Pax Automa;

      2. will be subject to the terms and conditions of this Agreement; and

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

    2. Use and run the Software as properly installed in accordance with this Agreement and the Documentation, solely as set forth in the Documentation and solely for Licensee’s internal business purposes.

    3. Download or otherwise make one (1) copy of the Documentation per copy of the Software permitted to be downloaded and installed in accordance with this Agreement and use such Documentation solely in support of its licensed use of the Software in accordance herewith. All copies of the Documentation made by Licensee:

      1. will be the exclusive property of Pax Automa;

      2. will be subject to the terms and conditions of this Agreement; and

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

    4. Transfer any copy of the Software from one computer to another, provided that the number of computers on which the Software is installed at any one time does not exceed the number permitted under Section 2.1,

  3. Third-Party Materials. The Software may include software, content, data or other materials, including related documentation, that are owned by Persons other than Pax Automa and that are provided to Licensee on licensee terms that are in addition to and/or different from those contained in this Agreement (“Third-party Licenses”). A list of all materials, if any, included in the Software and provided under Third-party Licenses can be found at www.paxautoma.com/products/operos/credits and the applicable Third- party Licenses are accessible via links therefrom. Licensee is bound by and shall comply with all Third-party Licenses. Any breach by Licensee or any of its Authorized Users of any Third-party License is also a breach of this Agreement.

  4. Use Restrictions. Licensee shall not, and shall require its Authorized Users not to, directly or indirectly:

    1. use (including make any copies of) the Software or Documentation beyond the scope of the license granted under Section 2;

    2. provide any other Person, including any subcontractor, independent contractor, affiliate, or service provider of Licensee, with access to or use of the Software or Documentation;

    3. modify, translate, adapt or otherwise create derivative works or improvements, whether or not patentable, of the Software or Documentation or any part thereof;

    4. combine the Software or any part thereof with, or incorporate the Software or any part thereof in, any other programs;

    5. reverse engineer, disassemble, decompile, decode or otherwise attempt to derive or gain access to the source code of the Software or any part thereof;

    6. 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 Software or Documentation, including any copy thereof;

    7. except as expressly set forth in Section 2.1 and Section 2.3, copy the Software or Documentation, in whole or in part;

    8. use the Software or Documentation in, or in association with, the design, construction, maintenance or operation of any hazardous environments or systems, including:

      1. power generation systems;

      2. aircraft navigation or communication systems, air traffic control systems or any other transport management systems;

      3. safety-critical applications, including medical or life-support systems, vehicle operation applications or any police, fire or other safety response systems; and

      4. military or aerospace applications, weapons systems or environments;

    9. use the Software or Documentation in violation of any law, regulation or rule; or

    10. use the Software 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 Pax Automa’s commercial disadvantage.

  5. Responsibility for Use of Software. Licensee is responsible and liable for all uses of the Software and Documentation through access thereto provided by Licensee, directly or indirectly. Specifically, and without limiting the generality of the foregoing, Licensee is responsible and liable for all actions and failures to take required actions with respect to the Software and Documentation by its Authorized Users or by any other Person to whom Licensee or an Authorized User may provide access to or use of the Software or Documentation, whether such access or use is permitted by or in violation of this Agreement.

  6. Compliance Measures.

    1. The Software contains 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 Section 4. Licensee 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.

    2. During the Term, Pax Automa may, at any time and in Pax Automa’s sole discretion, audit Licensee’s use of the Software to ensure Licensee’s compliance with this Agreement. Pax Automa also may, in its sole discretion, audit Licensee’s systems within three (3) months after the end of the Term to ensure Licensee has ceased use of the Software and removed all copies of the Software from such systems as required hereunder. Licensee shall fully cooperate with Pax Automa’s personnel conducting such audits and provide all access requested by Pax Automa to records, systems, equipment, information and personnel, including machine IDs, serial numbers and related information.

    3. If any of the measures taken or implemented under this Section 6 determines that Licensee’s use of the Software exceeds or exceeded the use permitted by this Agreement, then:

      1. If License Fees were not required to be paid by Licensee for the license to the Software granted under this Agreement, such license and this Agreement may be terminated by Pax Automa without notice.

      2. If License Fees were required to be paid by Licensee for the license of the Software granted under this Agreement, Licensee shall, within five (5) days following the earlier to occur of (A) the date of such determination by Licensee or (B) Pax Automa’s written notification thereof, pay to Pax Automa the retroactive License Fees for such excess use and obtain and pay for a valid license to bring Licensee’s use into compliance with this Agreement. In determining Licensee Fee payable in accordance with the foregoing, i. unless Licensee can demonstrate otherwise by documentary evidence, all excess use of the Software shall be deemed to have commenced on the commencement date of this Agreement or, if later, the completion date of any audit previously conducted by Pax Automa hereunder and continued uninterrupted thereafter, and ii. the rates for such licenses shall be determined without regard to any discount to which Licensee may have been entitled had such use been properly licensed before its commencement (or deemed commencement). Pax Automa’s remedies set forth in this Section 6.3 are cumulative and are in addition to, and not in lieu of, all other remedies Pax Automa may have at law or in equity, whether under this Agreement or otherwise.

  7. Maintenance and Support. During the Term, Pax Automa will provide to Licensee such updates, upgrades, bug fixes, patches and other error corrections (collectively, “Updates”) as Pax Automa makes generally available free of charge to all licensees of the Software. Pax Automa may develop and provide Updates in its sole discretion, and Licensee agrees that Pax Automa has no obligation to develop any Updates at all or for particular issues. Licensee further agrees that all Updates will be deemed Software, and related documentation will be deemed Documentation, all subject to all terms and conditions of this Agreement. Licensee acknowledges that Pax Automa may provide Updates via download from a website designated by Pax Automa and that Licensee’s receipt thereof will require an internet connection, which connection is Licensee’s sole responsibility. Pax Automa 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 Pax Automa may issue as a separate or new product, and Pax Automa may determine whether any issuance qualifies as a new version, new release or Update in its sole discretion.

  8. Collection and Use of Information.

    1. Licensee acknowledges that Pax Automa may, directly or indirectly through the services of Third Parties, collect and store information regarding use of the Software and about equipment on which the Software is installed or through which it otherwise is accessed and used, through:

      1. the provision of maintenance and support services; and

      2. security measures included in the Software as described in Section 6.

    2. Licensee agrees that Pax Automa may use such information for any purpose related to any use of the Software by Licensee or on Licensee’s equipment, including but not limited to:

      1. improving the performance of the Software or developing Updates; and

      2. verifying Licensee’s compliance with the terms of this Agreement and enforcing Pax Automa’s rights, including all Intellectual Property Rights in and to the Software.

  9. Intellectual Property Rights. Licensee acknowledges and agrees that the Software and Documentation are provided under license, and not sold, to Licensee. Licensee does not acquire any ownership interest in the Software 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. Pax Automa and its licensors 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 Licensee in this Agreement. Licensee shall safeguard all Software (including all copies thereof) from infringement, misappropriation, theft, misuse or unauthorized access. Licensee shall promptly notify Pax Automa if Licensee becomes aware of any infringement of Pax Automa’s Intellectual Property Rights in the Software and fully cooperate with Pax Automa in any legal action taken by Pax Automa to enforce its Intellectual Property Rights.

  10. Payment. All License Fees are payable in the manner set forth in the Order Form and are non-refundable, except as expressly set forth herein. Any renewal of the license or maintenance and support services hereunder shall not be effective until the fees for such renewal have been paid in full.

  11. Term and Termination.

    1. This Agreement and the license granted hereunder shall remain in effect for the term set forth on the Order Form (the “Initial Term”) or until earlier terminated as set forth herein, and shall automatically renew for additional terms equal to the length of the Initial Term (together with the Initial Term, the “Term”) unless either party provides [thirty (30)] days’ written notice to the other party prior to such renewal that it does not intend to renew the Term.

    2. Licensee may terminate this Agreement by ceasing to use and destroying all copies of the Software and Documentation.

    3. Pax Automa may terminate this Agreement, effective upon written notice to Licensee, if Licensee breaches this Agreement and such breach: (i) is incapable of cure; or (ii) being capable of cure, remains uncured [ten (10)] days after Pax Automa provides written notice thereof.

    4. Pax Automa may terminate this Agreement, effective immediately, if Licensee files 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.

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

  12. Warranty Disclaimer. THE SOFTWARE AND DOCUMENTATION ARE PROVIDED TO USER “AS IS” AND WITH ALL FAULTS AND DEFECTS WITHOUT CONDITION OR WARRANTY OF ANY KIND. TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, PAX AUTOMA, 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, PAX AUTOMA PROVIDES NO CONDITION, WARRANTY OR UNDERTAKING, AND MAKES NO REPRESENTATION OF ANY KIND THAT THE LICENSED SOFTWARE WILL MEET USER’S 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.

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

    1. IN NO EVENT WILL PAX AUTOMA OR ITS AFFILIATES, OR ANY OF ITS OR THEIR RESPECTIVE LICENSORS OR SERVICE PROVIDERS, BE LIABLE TO USER 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 PAX AUTOMA WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

    2. IN NO EVENT WILL THE COLLECTIVE AGGREGATE LIABILITY OF PAX AUTOMA 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 PAX AUTOMA UNDER THIS AGREEMENT FOR THE SOFTWARE THAT IS THE SUBJECT OF THE CLAIM.

    3. THE LIMITATIONS SET FORTH IN SECTION 13.1 AND SECTION 13.2 SHALL APPLY EVEN IF USER’S REMEDIES UNDER THIS AGREEMENT FAIL OF THEIR ESSENTIAL PURPOSE.

  14. Export Regulation. The Software and Documentation may be subject to Canadian export control laws. Licensee 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. Licensee 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.

  15. Miscellaneous.

    1. This Agreement is governed by and construed in accordance with the laws of the Province of British Columbia and the federal laws of Canada applicable therein without regard to its conflict of law provisions. The United Nations Convention on Contracts for the International Sale of Goods does not apply to this Agreement.

    2. All disputes arising out of or in connection with this Agreement will be referred to and finally resolved by arbitration under the rules of the British Columbia International Commercial Arbitration Centre. The appointing authority will be the British Columbia International Commercial Arbitration Centre. The case will be adjudicated by a single arbitrator and will be administered by the British Columbia International Commercial Arbitration Centre in accordance with its rules. The place of arbitration will be Vancouver, British Columbia, Canada. The language of the arbitration will be English. Notwithstanding the foregoing, Pax Automa may seek and obtain injunctive relief in any jurisdiction in any court of competent jurisdiction and you agree that this Agreement is specifically enforceable by Pax Automa through injunctive relief and other equitable remedies without proof of monetary damages.

    3. Pax Automa will not be responsible or liable to Licensee, 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 Licensee equipment, loss and destruction of property or any other circumstances or causes beyond Pax Automa’s reasonable control.

    4. 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 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 (or to such other address as may be designated by a party from time to time in accordance with this Section 15.4).

    5. This Agreement, together with the Order Form and all other documents that are incorporated by reference herein, constitutes the sole and entire agreement between Licensee and Pax Automa 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.

    6. Licensee 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 Pax Automa’s prior written consent, which consent Pax Automa may give or withhold in its sole discretion. No delegation or other transfer will relieve Licensee of any of its obligations or performance under this Agreement. Any purported assignment, delegation or transfer in violation of this Section 15.6 is void. Pax Automa 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 Licensee’s consent. This Agreement is binding upon and enures to the benefit of the parties hereto and their respective permitted successors and assigns.

    7. 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.

    8. 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.

    9. 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.

    10. 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 and all other documents that are incorporated by reference 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.

    11. 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.

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