1.1 Customer's Lawful Conduct. Except as set out in the Order Form, the Membership Right is granted to the Customer exclusively for the internal use of the Customer. The Customer shall not, and shall not permit or suffer Users, directly or indirectly, to do any of the following acts (each an "Illegal Act" and collectively, the "Illegal Acts"): (i) reverse engineer, de-compile, disassemble or otherwise attempt to discover the source code or underlying ideas or algorithms of the Platform Services; (ii) modify, translate, or create derivative works based on the Platform Services; (iii) rent, lease, distribute, license, sublicense, sell, resell, assign, or otherwise commercially exploit Platform Services or make the Platform Services available to a third party other than as contemplated in this Agreement; (iv) use the Platform Services for timesharing or service bureau purposes or otherwise for the benefit of a third party; (v) publish or disclose to third parties any evaluation of the Platform Services without GNXCOR's prior written consent; (vi) create any link to the Platform Services or frame or mirror any content contained or accessible from, the Platform Services; or (vii) violate any local, state, federal or foreign law, treaty, regulation or convention applicable to the Customer in connection with Users' use of the Platform Services, which may include without restriction, the CAN-SPAM Act of 2003 (U.S.A.), the Personal Information Protection and Electronic Documents Act (PIPEDA) (Canada) and similar provincial legislation in Canada enacted from time to time, the EU Data Protection Directive and other laws applicable to the Customer related to privacy, publicity, data protection, electronic communications and anti-spamming laws (and, without limiting the generality of the foregoing, Customer is solely and exclusively responsible for the collection, accuracy, currency, quality, legality, completeness and use of Customer Data that is stored on the System, disclosed to or used by Customer, Users or other authorized service providers in connection with the Platform Services).

1.2 Certain Use Guidelines/Customer Prohibitions. The Customer shall not and shall not permit or suffer the Users to do any of the following acts (individually, a "Prohibited Act", and collectively, "Prohibited Acts"): (i) willfully tamper with the security of the Systems or tamper with other customer accounts of GNXCOR, (ii) access data on the System not intended for the Customer, (iii) log into a server or account on the System that the Customer is not authorized to access, (iv) attempt to probe, scan or test the vulnerability of any Systems or to breach the security or authentication measures without proper authorization; (v) willfully render any part of the Systems unusable.

1.3 Customer Communications Responsibilities. The Customer agrees that it is solely responsible for the content of all communications (including without limitation, Electronic Communications) while using Customer's Account. The Customer agrees that Users will not use Platform Services to communicate, by way of Electronic Communication or otherwise, any message or material that (i) is libelous, harmful to minors, obscene or constitutes pornography; (ii) infringes the copyrights, patents, trade secrets, trademarks, trade names or other proprietary rights of a third party or is otherwise unlawful; or (iii) would otherwise give rise to civil liability, or that constitutes or encourages conduct that could constitute a criminal offence, under any applicable law or regulation (hereafter items (i), (iii) and (iii) are collectively referred to as "Communication Breaches").

2. Ownership of Customer Data and Confidentiality.

2.1 Ownership of Customer Data. The Customer retains all right, title and interest in and to all Customer Data, subject to the license rights granted to GNXCOR necessary to provide the Platform Services and Support under this Agreement. Customer will identify an individual, employed or otherwise authorized by Customer, to respond to enquiries by GNXCOR concerning any Customer Data provided to GNXCOR and to promptly address all enquiries concerning such information.

2.2 Confidential Information. As used herein, "Confidential Information" means all confidential information of a party ("Disclosing Party") disclosed to the other party ("Receiving Party"), that is designated in writing as confidential as well as Customer Data and the terms and conditions of this Agreement (including pricing and other terms reflected in all Order Forms hereunder). The Receiving Party agrees to keep confidential all Confidential Information disclosed to it by the Disclosing Party, and to protect the confidentiality thereof in the same manner as it protects the confidentiality of similar information and data of its own (at all times exercising at least a reasonable degree of care in the protection of Confidential Information). GNXCOR will restrict access to Customer’s Confidential Information to only those GNXCOR employees, consultants and/or subcontractors necessary to successfully provide the Platform Services and Support. GNXCOR shall cause each of its consultants and subcontractors who may provide the Platform Services and Support to the Customer to enter into a confidentiality agreement in favour of the Customer on terms and conditions similar to this Section. Confidential Information shall not include information which: (a) is known publicly; (b) is generally known in the industry before disclosure; (c) has become known publicly, without fault of the Receiving Party, subsequent to disclosure by the Disclosing Party; or (d) has been otherwise lawfully known or received by the Receiving Party. In receiving Customer Data from the Customer, GNXCOR agrees that: (i) all such Customer Data shall be used only in the manner and for such purposes that Customer and GNXCOR have agreed upon in writing; and (ii) GNXCOR, as requested or directed by Customer, shall either return to the Customer or destroy such Customer Data provided by the Customer to GNXCOR. This Section 6.2 will not be construed to prohibit the disclosure of Confidential Information if such disclosure is required by law or order of the court or other governmental authority. The parties agree to give the other party prompt notice of the receipt of any subpoena or other similar request for such disclosure.

3. Fees and Taxes.

3.1 Fees. The Customer shall pay to GNXCOR all of the fees (collectively the "Fees") specified in all executed Order Forms. Except as otherwise provided in the Order Forms, all Fees are quoted in the United States currency. Except as otherwise provided in this Agreement, Fees are non-refundable. Because Fees are based on monthly units of time, Fees for Platform Services and Support purchased in the middle of a monthly period will be charged for that monthly period in full as well as for the remaining number of monthly periods in the Term or Renewal Term, as the case may be.

3.2 Invoicing, Payment and Overdue Payments. Fees for the Platform Services and Support will be invoiced in advance in accordance with the terms set forth in the relevant Order Form. Unless otherwise stated in the Order Form, Fees are due within 30 days from the invoice date. Any payment not received from the Customer by the due date shall accrue (except with respect to charges then under reasonable and good faith dispute), at the lower of 1.5% of the outstanding balance per month (being 18% per annum), or the maximum rate permitted by law, from the date such payment is due until the date paid. Customer shall also pay all sums expended (including reasonable legal fees) in collecting overdue payments.

3.3 Suspension of Service. If any Customer account is 30 days or more overdue (except with respect to charges then under reasonable and good faith dispute), in addition to any other rights and remedies (including the termination rights set forth in this Agreement), GNXCOR reserves the right to treat the Customer Account as either a Suspended Account or Cancelled Account without liability to GNXCOR, until such account is paid in full. "Suspended Account" shall mean that all logon attempts to the Platform Services will be blocked and all Support will cease until the Customer makes the full payment due and owing, including any interest and other charges referred to in Section 7.2 and all other Fees accruing during the suspension period. "Cancelled Account" shall mean all files within the Customer Account directories will be permanently erased and the Customer Account, Membership Right and Support will be terminated. A Suspended Account or Cancelled Account does not remove the Customer's obligation to pay those amounts outstanding to the date of such suspension or cancellation or thereafter for the remainder of the Term or Renewal Term, as the case may be.

3.4 Taxes. The Customer shall be responsible for all sales, use, value added, or other taxes or duties, as applicable, payable with respect to the Platform Services and the Support, or otherwise arising out of or in connection with this Agreement, other than GNXCOR's income taxes. If GNXCOR pays such taxes on the Customer's behalf, the Customer agrees to reimburse GNXCOR for such payment immediately upon demand. If any tax in the nature of withholding tax is payable on any sums payable to GNXCOR under this Agreement, the Customer shall pay GNXCOR such amount as is necessary to ensure that the net amount received by GNXCOR after such withholding shall be equal to the amount originally due, unless the Customer provides GNXCOR with a valid exemption certificate authorized by the appropriate taxing authority.

3.5 Expenses. The Customer shall be responsible to pay GNXCOR for all pre-approved costs and expenses incurred by GNXCOR in providing any Support to the Customer pursuant to this Agreement. The Customer agrees to pay such costs and expenses within 30 days of receipt of invoice by GNXCOR. The Customer is responsible for all its Internet connection charges, calling activities or phone bills related to the use of Platform Services.

3.6 Changes in Fees. GNXCOR may, in its sole discretion, change prices, terms and conditions of this Agreement to be effective (a) upon the next following Renewal Term provided GNXCOR gives not less than 60 days written notice to Customer of such changes prior to the commencement of such Renewal Term; and (b) immediately, in the event of a change to GNXCOR's cost of delivery of the Platform Services or Support as a result of (i) a change in any applicable law, regulation, or similar governmental action, or (ii) a ruling by a court of competent jurisdiction.

4. Ownership. Customer acknowledges and agrees that the Platform Services and all intellectual property rights therein (including without limitation, copyrights, patents, trade secrets, trade marks, moral rights and other intellectual property rights, in and to the Platform Services, all modifications, changes, enhancements, or additions thereto) and all intellectual property rights relating to the provision of Support (collectively, “GNXCOR IP”), are owned or licensed by GNXCOR. To the extent Customer acquires rights in the GNXCOR IP, Customer assigns such rights to GNXCOR and waives any moral rights it may have in the GNXCOR IP to and in favour of GNXCOR. Except for the Membership Rights, nothing in this Agreement gives the Customer any right, title or interest in, to or under any of the Platform Services, or any intellectual property rights therein or arising pursuant to the Support.

5. Term and Termination.

5.1 Term and Renewal Term. The Membership Rights and Support shall commence on the Activation Date and shall continue for a period of 12 months or such other period specified in the Order Form (the "Term") unless earlier terminated in accordance with the provisions of this Agreement. This Agreement shall be automatically renewed for additional 12 month periods (each, a "Renewal Term") on the same terms and conditions as provided herein (or as may be otherwise negotiated between the parties) unless one party notifies the other party in writing at least 30 days prior to the end of the Term or a Renewal Term, as the case may be, that it has elected not to renew this Agreement.

5.2 Suspension of Service. GNXCOR may, at its sole option, and in addition to any other right herein, suspend Support and the Customer's access to the Platform Services immediately as if the Customer Account was a Suspended Account and take any remedial action under any applicable law in the event of an Illegal Act, Prohibited Act or Communication Breach.

5.3 Termination. This Agreement may be terminated by either party upon the occurrence of any of the following events, which shall be deemed to be a breach of the terms of this Agreement:
(a) if either party fails to perform any of its obligations, or there is a material breach of any of the provisions of this Agreement; provided that the party terminating this Agreement shall first have given prior written notice to the other of its intent to terminate, together with details of the default causing the termination, and the party receiving such notice shall have been given 20 days to cure any such default; or
(b) if either party (A) ceases or threatens to cease to carry on its business, commits an act of bankruptcy, makes an assignment or bulk sale of its assets, or proposes a compromise or arrangement to its creditors, or (B) is subject to any proceeding that is taken to (i) compromise or make an arrangement with that party's creditors, (ii) obtain an order to assign that party into bankruptcy or winding-up that party, or (iii) obtain an order to appoint a receiver over any part of that party's assets, and in each case, such proceeding are not dismissed within 60 days of such proceeding being initiated.

5.4 Events on Termination. Upon termination of this Agreement:
(a) each of the parties shall deliver or destroy all Confidential Information of the other party (including, without limitation confidential information and Customer Data) which is in its possession, care or control;
(b) if GNXCOR terminates this Agreement in accordance with Section 9.3(a), Customer shall be required to forthwith pay, as compensation for the early termination of this Agreement (and not as a penalty), those Fees and charges otherwise payable for the remainder of the Term or the then current Renewal Term, as the case may be;
(c) if Customer terminates this Agreement in accordance with Section 9.3(a), Customer shall only pay those Fees that have accrued up to the date of its notice of termination and any prepaid Fees shall be forthwith paid by GNXCOR to the Customer;
(d) each of the parties shall release the other from all obligations under this Agreement, save and except for obligations accrued and owing up to the effective date of termination and those surviving obligations set forth in Section 9.4(e) hereof; and
(e) the provisions in Section 5, 6, 7, 8, 9, 11, 12 and 13 of this Agreement shall continue in force following termination of this Agreement.

6. Access. GNXCOR shall have the right to access the Customer's Account from time to time, for purposes of Support, administration, invoicing and to inspect the Customer's utilization of the Platform Services so as to ensure Customer's compliance with the provisions of this Agreement, as reasonably necessary in GNXCOR's sole discretion.

7. Limited Warranties and Disclaimers.

7.1 Functionality Warranty. GNXCOR warrants that the Platform Services will operate in substantial conformity with the applicable documentation provided by GNXCOR. For any breach of this warranty, the Customer's sole and exclusive remedy and GNXCOR's sole and excusive liability, shall be for GNXCOR to correct any reported failure in the Platform Services causing a breach of this warranty, or, if GNXCOR is unable to provide such correction, the Customer shall be entitled to recover that prepaid portion of the Fees in respect of the non-conforming Platform Services.

7.2 Security Warranty. GNXCOR has implemented Appropriate Security Measures (as hereinafter defined) and maintains the Platform Services at reputable third party Internet service providers and hosting facilities. "Appropriate Security Measures" means commercially reasonable technical, physical and procedural controls to protect Customer Data against destruction, loss, alteration, unauthorized disclosure to third parties or unauthorized access by employees or contractors employed by GNXCOR, whether by accident or otherwise. However, the Customer acknowledges and agrees that, notwithstanding such Appropriate Security Measures, use of or connection to the Internet provides the opportunity for unauthorized third parties to circumvent such precautions and illegally gain access to the Platform Services and Customer Data. Accordingly, GNXCOR cannot and does not guarantee the privacy, security or authenticity of any information so transmitted over or stored in any system connected to the Internet.

7.3 Exclusions: Except as expressly stated in this Section 11, there are no warranties or conditions (whether implied or arising by statute or otherwise in law or from a course of dealing or usage of trade) for the Platform Services or Support. GNXCOR DISCLAIMS ALL STATUTORY OR IMPLIED WARRANTIES AND CONDITIONS INCLUDING WITHOUT LIMITATION THE CONDITIONS AND/OR WARRANTIES OF MERCHANTABILITY, MERCHANTABLE QUALITY OR FITNESS FOR ANY PURPOSE, PARTICULAR, SPECIFIC OR OTHERWISE. GNXCOR does not warrant that the functions contained in the Platform Services will meet the Customer's requirements or that the operation of the Platform Services will be uninterrupted or error-free. Further, GNXCOR does not warrant that the Platform Services will appear precisely as described in the documentation or that all errors will be corrected.

7.4 Limitation of Liability.
(a) NEITHER PARTY, ITS SUPPLIERS, AFFILIATES, DIRECTORS, OFFICERS, EMPLOYEES OR AGENTS SHALL BE LIABLE FOR ANY LOSS, INJURY, CAUSE OF ACTION (WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE), LIABILITY OR DAMAGE OF ANY KIND FOR ANY CAUSE RELATED TO OR ARISING OUT OF THIS AGREEMENT, WHETHER IN CONTRACT, NEGLIGENCE OR TORT, IN EXCESS OF THE TOTAL FEES AND CHARGES PAID BY THE CUSTOMER FOR THE PLATFORM SERVICES DURING THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRIOR TO THE DATE THE CAUSE OF ACTION AROSE.
(b) IN NO EVENT SHALL EITHER PARTY OR ITS SUPPLIERS, AFFILIATES, DIRECTORS, OFFICERS, EMPLOYEES OR AGENTS BE LIABLE FOR ANY SPECIAL, INCIDENTAL, CONSEQUENTIAL, PUNITIVE OR EXEMPLARY DAMAGES OF ANY KIND WHATSOEVER, WHETHER OR NOT FORESEEABLE (INCLUDING, WITHOUT LIMITATION, LEGAL FEES) IN ANY WAY DUE TO, RESULTING FROM, OR ARISING IN CONNECTION WITH THIS AGREEMENT, REGARDLESS OF EITHER PARTY'S NEGLIGENCE OR FOR ANY CAUSE OF ACTION WHATSOEVER AND REGARDLESS OF THE FORM OF THE ACTION INCLUDING, WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, LOSS OF BUSINESS, LOST PROFITS OR REVENUE, FAILURE TO REALIZE EXPECTED SAVINGS, LOST DATA OR ANY FAILURE OF SECURITY RESULTING IN ANY WAY FROM THE CUSTOMER OR USER'S USE OF THE PLATFORM SERVICES ARISING OUT OF, OR RESULTING FROM, (I) THE USE OF OR INABILITY TO USE THE PLATFORM SERVICES OR SYSTEMS OR (II) THE PROVISION OF OR FAILURE TO PROVIDE SUPPORT, OR (III) MESSAGES RECEIVED OR TRANSACTIONS ENTERED INTO THROUGH OR BY REASON OF THE PLATFORM SERVICES, EVEN IF GNXCOR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. Because some states and jurisdictions do not allow limitation of liability in certain instances, portions of the above limitation set forth in this Section 11 may not apply to Customer.
(c) The Limitation of Liability provisions (Subsections 11.4 (a) and (b)) shall not apply to any indemnification given by one party to the other party pursuant to Section 12 or an Illegal Act.
(d) No action against either party or any of its directors, officers, employees or agents, regardless of form (including negligence), arising out of or in any way related to this Agreement may be brought by the other party more than one year after the cause of action has arisen.
(e) The essential purpose of this Section 11 is to limit the potential liability of the parties arising under this Agreement. The parties acknowledge that the limitations set forth in this Section 11 are intricate to the amount of consideration levied in connection with the license of the Platform Services and Support and that, where GNXCOR to assume any further liability, such consideration would out of necessity, been set much higher.

8. Indemnification.

8.1 Customer Indemnification. The Customer agrees to indemnify and hold harmless GNXCOR and its officers, directors, shareholders, employees and agents from and against all third party Claims (as hereafter defined) arising from (i) any Illegal Acts, Prohibited Acts or Communication Breaches or (ii) that the Customer Data infringes, misappropriates or violates any copyrights, trademarks, trade secrets or other proprietary rights of, or has otherwise caused harm to, a third party. "Claim" shall mean all losses, liabilities, damages, claims, taxes, and all related costs and expenses incurred by a party hereto only as the direct result of third party claims against such party, including, without limitation, reasonable attorney's fees and costs of investigation, litigation, settlement, judgment, interest and penalties.

8.2 GNXCOR Indemnification. GNXCOR shall indemnify and hold harmless the Customer and its officers, directors, shareholders, employees and agents (including the Users) arising from and against all third party Claims for infringement, misappropriation or violation of copyrights, trademarks, trade secrets or other proprietary rights of a third party associated with any portion of the Platform Services or Support. Notwithstanding the foregoing (but subject to Section 12.1), if GNXCOR reasonably believes that the Users' use of any portion of the Platform Services and/or Support is likely to be enjoined by reason of a Claim of infringement, violation or misappropriation of any third party’s copyrights, trademarks, trade secrets or other proprietary rights, then GNXCOR may, at its sole option and expense: (i) procure for the Customer the right to continue using the such Platform Services or Support, as the case may be, or any portion thereof; (ii) replace the same with other software, services or other material of equivalent functions and efficiency that is not subject to an action described in this section; or (iii) modify the applicable software, support services or other material so that there is no longer any infringement or breach, provided that such modification does not adversely affect the functional capabilities of the Platform Services and/or Support as set out herein. GNXCOR shall have no liability respecting any Claim of infringement or breach as aforesaid to the extent such Claim is based upon the combination, operation or use of the Platform Services or Support with other equipment, software, apparatus, devices or things not supplied by GNXCOR or in a manner not substantially consistent with GNXCOR’s specifications and instructions. This section states the entire liability of GNXCOR for any type of infringement or breach whatsoever of intellectual property rights of third parties resulting from or relating to the provision by GNXCOR of the Platform Services and Support.

8.3 Mutual Provisions. Each party's indemnity obligations in this Section 12 are subject to the following: (i) the aggrieved party shall promptly notify the indemnifier in writing of the Claim; (ii) the indemnifier shall have sole control of the defence and all related settlement negotiations with respect to the Claim; and (iii) the aggrieved party shall cooperate fully to the extent necessary, and executes all documents necessary for the defence of such Claim.

9. General Provisions.

9.1 Entire Agreement. This Agreement, inclusive of the Schedules, Order Forms and any amendments or additions thereto, constitutes the entire agreement and sets forth the entire understanding between the parties hereto with respect to the subject matter hereof and supersedes all prior agreements, covenants, arrangements and discussions with respect thereto. In the event of an inconsistency between the terms and conditions of this Agreement, Order Forms and any Schedule now or hereafter appended hereto, the terms of the Order Form shall govern to the extent necessary to remedy such inconsistency.

9.2 Marketing. Customer agrees that GNXCOR may use Customer’s name and logo to identify Customer as a customer of GNXCOR's on GNXCOR's website, and as a part of a general list of GNXCOR's customers for use and reference in GNXCOR's corporate, promotional and marketing literature. Additionally, Customer agrees that GNXCOR may issue a press release identifying Customer as an GNXCOR customer and describing Customer’s intended utilization and the benefits that Customer expects to receive from use of GNXCOR's services. The content of any press release identifying Customer as a customer of GNXCOR will be subject to Customer's prior approval.

9.3 Relationship of Customer and GNXCOR. Nothing contained in this Agreement shall be deemed or construed as creating a joint venture or partnership between the parties; no party is by virtue of this Agreement authorized as an agent, employee or agent representative of the other party.

9.4 Non-Exclusivity. Nothing in this Agreement will be construed to prevent GNXCOR from marketing, licensing, selling or otherwise providing the Platform Services or Support or Systems or any aspects of GNXCOR's technology or services to any third party. Nothing in this Agreement will be construed to prevent the Customer from obtaining services similar to the Platform Services from a third party.

9.5 Modifications and Waiver. No modification of, amendment or addition to this Agreement is valid or binding unless set forth in writing and fully executed by both parties hereto. Any waiver of any right or remedy under this Agreement must be in writing and signed by each party. No delay in exercising any right or remedy shall operate as a waiver of such right or remedy or any other right or remedy. A waiver on one occasion shall not be construed as a waiver of any right or remedy on any future occasion.

9.6 No Assignment. This Agreement and any rights or obligations hereunder, shall not be assigned, sublicensed or otherwise transferred by the Customer by a change of control of the Customer or by operation of law. GNXCOR may transfer or assign its rights and obligations hereunder without prior written approval of the Customer. This Agreement shall be binding upon and shall inure to the benefit of GNXCOR and the Customer and each of their successors and permitted assigns.

9.7 Non-Solicitation. During the Term and for a period of one (1) year following the termination or expiration of this Agreement (the "Restricted Period"), neither party shall employ, offer employment to or solicit the employment of or otherwise entice away from the employment of the other party any individual employee or independent contractor employed or engaged by such other party during the Restricted Period without the prior written consent of such other party.

9.8 Governing Law. The rights and obligations of the parties and all interpretations and performance of this Agreement shall be governed by and construed in accordance with the laws of the Province of Ontario, Canada, Canada, without regard to conflicts of laws principles. The parties agree that the provisions of the United Nations Convention on Contracts for the International Sale of Goods do not apply to this Agreement. The parties irrevocably and unconditionally attorn to the exclusive jurisdiction of the courts of the Province of Ontario, Canada, and all courts competent to hear appeals therefrom.

9.9 Notices. Any notices, demands and other communications hereunder shall be in writing and shall be delivered, sent by electronic transmission, or by mail, registered or certified, return receipt requested, postage prepaid, and addressed as follows:

(i) to GNXCOR, at:
19 Lardner St.,
Cambridge, ON N3C 4K6

Facsimile:
All notices shall be effective and deemed to be delivered (i) if mailed, on the fifth business day following such mailing, unless there is an interruption in the mail, in which case it shall be deemed to have been given when received; or (ii) if delivered or sent by facsimile, on the business day following the date of dispatch or the date of transmission, as the case may be. Either party may change the address for notice by giving written notice of such change to the other party in the manner provided in this Section.

9.10 Severability. If any provision of this Agreement is held to be unenforceable or illegal by a court of competent jurisdiction, such provision shall be modified to the extent necessary to render it enforceable, or shall be severed from this Agreement, and all other provisions of this Agreement shall remain in full force and effect.

9.11 Facsimile Transmission/Counterparts. This Agreement (including any Order Form) may be executed and delivered by facsimile or other electronic means of transmission, and upon receipt such transmission shall be deemed delivery of an original. Within a reasonable time after such electronic delivery, the party executing the document shall mail or deliver an originally signed copy of such document to the other party. This Agreement (including any Order Form) may be executed in several counterparts each of which when executed shall be deemed to be an original, and such counterparts shall each constitute one and the same instrument and notwithstanding their date of execution shall be deemed to bear the day and year first above written.

9.12 Force Majeure. Neither party to this Agreement shall be liable to the other for any failure or delay in performance by circumstances beyond its control, including but not limited to, acts of God, fire, labour difficulties, governmental action or terrorism, provided that the party seeking to rely on such circumstances gives written notice of such circumstances to the other party hereto and uses reasonable efforts to overcome such circumstances.