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Axify

Terms and Conditions

Last updated: November 25, 2025

 

This Axify Client Agreement (“Agreement”) is between you ("Client") and Nexapp Technologies (“Licensor”) (each a “Party” and together the “Parties”).

If you (the person accepting this Agreement) are accepting this Agreement on behalf of your employer or another entity, you agree that: (i) you have full legal authority to bind your employer or such entity to this Agreement, and (ii) you agree to this Agreement on behalf of your employer or such entity.  

Except with Nexapp’s prior written consent, Client may not access the Products if Client is a direct competitor of Nexapp or Axify. In addition, Client may not access the Products for purposes of monitoring its availability, performance or functionality, or for any other benchmarking or competitive purposes.

BY ACCEPTING THIS AGREEMENT, OR BY EXECUTING AN ORDER FORM THAT REFERENCES THIS AGREEMENT, OR BY USING OR ACCESSING NEXAPP OR AXIFY PRODUCTS, CLIENT AGREES TO BE BOUND BY THE TERMS OF THIS AGREEMENT.

SECTION B: TERMS AND CONDITIONS

 

1. DEFINITIONS

1.1.  "Access" means the accesses to the Solution purchased by the Client and assigned to a Contributor, the quantity of which per type of subscription is indicated in the Specific Terms.

 
1.2. "Affiliate" means an entity that controls, is controlled by, or shares common control with a party, where such control is derived from either (a) a direct or indirect ownership interest of more than fifty percent (50%) or (b) the power to direct or cause the direction of management and policy, whether through ownership of voting stock by contract or otherwise.
 
1.3. "Confidential Information" shall mean any and all information of a Party (the ”Disclosing Party”) which has or will come into the possession of the other Party (the ”Receiving Party”) concerning the business, properties, affairs or finances of the Disclosing Party, or of any person, firm, cooperation or other entity which the Disclosing Party is under an obligation to keep confidential, including trade secrets, source code, algorithms, lists of customers, vendors, suppliers, agents and site visitors, business studies and analyses, specifications and uses of products and services; product research, sales, marketing and strategic plans and forecasts; product and availability information and any and all proposals, notes, projections, memoranda, reports, lists and records, whether written, printed or in digital format or otherwise, and shall include any and all other types of information which is identified by the Disclosing Party, either orally or in writing, as confidential at the time of disclosure to the Receiving Party, or which the Receiving Party ought to know by virtue of the circumstances in which it learned of such information, would constitute Confidential Information.
 
1.4. "Contributor" means an employee or agent of Client authorized to use the Solution and Documentation by Client and having Access to use the Solution on behalf of Client. Contributors are detected through the tools connected to Axify and where integrations are active (including, without limitation, source code management systems, project management tools, and communication tools).
 
1.5. "Client Data" means Personal Information, Client's Confidential Information and any other information submitted via the Solution by Client or a Contributor.
 
1.6. "Client Materials" means Client Data, Client trademarks and other items provided to the Licensor for the purpose of performing the Solution.
 
1.7. "Documentation" means the printed and/or electronic materials relating to the Solution (excluding any programming source code), including user manuals, training materials, data sheets, job aids and technical manuals provided by the Licensor to the Client, as may be amended from time to time by the Licensor.
 
1.8. "Fees" means the fees as set forth in the Specific Terms and as amended from time to time by Licensor.
 
1.9. "Intellectual Property" means any and all intellectual property, including without limitation, works, inventions (whether patentable or not), discoveries, improvements, trade secrets, know-how, scientific formulae, data, information, images, reports, results, analysis, software, models, research and development information, technical information, prototypes, specifications, patterns, drawings, algorithms, products, compositions, processes and protocols, methods, tests, devices, computer programs, trademarks and any and all proprietary rights provided under patent law, copyright law, trademark law, design patent or industrial design law, semiconductor chip or mask work law, or any other statutory provision or civil or common law principles applicable to the protection of intangible proprietary information or rights, including trade secret law, which may provide a right in any of the foregoing as well as any and all applications, registrations or other evidence of a right in any of the foregoing
 
1.10. "Permitted Use" means the use of the Solution and Documentation in accordance with applicable law, for software development project management purposes, in accordance with this Agreement and for internal business purposes.
 
1.11. "Personal Information" means any information that would meet the definition of "personal information" (or similar nomenclature) under applicable law and that is submitted via the Solutions by Client or Contributors.
 
1.12. "Solution" means Licensor's technology solution for software development project management, including Improvements, which Client may access via a platform available on the Internet.
 
1.13. "Subscription End Date" means the date on which Client's access to the Solution and its functionality ceases, as set forth in the Specific Terms.
 
1.14. "Subscription Start Date" means the date on which Client accesses the Solution and its functionality and on which the Subscription Fee begins, as set forth in the Specific Terms.
 
1.15. "Term" means the term as set forth in Section 14 hereof.

 

2. GRANT OF LICENSE

2.1. License to the Solution. Subject to the terms and conditions of this Agreement, including payment of the Fees, Licensor hereby grants to Client a non-exclusive, non-transferable, non-sublicensable, revocable (but only pursuant to this Agreement) and limited license to access, use and copy (but only pursuant to this Agreement) the Solution, for the Permitted Uses (the "Solution License"). Client represents and warrants that it will not remove any Intellectual Property notices from the Solution or Documentation, such as copyright notices.
 
2.2. Client Data. Notwithstanding anything to the contrary in this Agreement, Client hereby grants to Licensor a non-exclusive, non-sublicensable (except to Affiliates), non-transferable (except as set forth in this Agreement), royalty-free, revocable license and right to use the Client Data necessary to make the Solution available, to improve and develop the Services, for research and development purposes, and to comply with applicable obligations under the Agreement. Client retains all right, title and interest in the Client Data.
 
2.3. Client Materials. During the Term, pursuant to this Agreement, Client hereby grants to Licensor a non-exclusive, non-sublicensable, non-transferable (except as provided in this Agreement), royalty-free, revocable license and right to access, use, reproduce and display the Client Materials as required for the Solution to operate in accordance with this Agreement and to enforce Licensor's rights. Client shall retain all right, title and interest in the Client Materials.

 

3. PROVISION OF SERVICES
 
3.3. Provision. During the Term, Licensor shall provide Client with the Solution, Documentation and services described in the Specific Terms. The License to the Solution granted under this Agreement provides Client with access to the Solution in accordance with the type of subscription and number of Accesses selected by Client, all as agreed between the parties and provided for in the Specific Terms. Access to the Solution and its functionality shall commence on the Subscription Start Date.
 
3.2. Process Analysis Services. Process analysis services may be required by Client prior to implementation of the Solution to determine Client's needs ("Process Analysis Services"). Such Process Analysis Services shall be defined and agreed upon by the parties in the Specific Terms and are subject to the Fees set forth in the Specific Terms.
 
3.3. Implementation Services. Implementation Services are not required for Client's deployment of the Solution. However, if implementation services are required for any reason and the parties agree that they are required, Client shall authorize and Licensor shall provide implementation services for the Solution to Client, including without limitation, installation, configuration and setup of the Solution, all in accordance with the Specific Terms (the "Implementation Services"). The Implementation Services shall be defined and agreed upon by the parties in the Specific Terms and are subject to the Fees set forth in the Specific Terms.
 
3.4. Training Services. Training services may be required by Client to use the Solution ("Training Services"). Such Training Services shall be defined and agreed to by the parties in the Specific Terms and are subject to the Fees set forth in the Specific Terms.
 
3.5. Access to the Solution. The Client is solely responsible for managing Contributors' access, if any. Client is solely responsible for ensuring the confidentiality of Contributors' credentials, and Client is responsible for all actions performed via the Solution by Contributors. Client represents and warrants that it will promptly modify any credentials that have been compromised and will notify Licensor without undue delay of any unauthorized access to the Solution. The Client is solely responsible for handling all disputes and adverse events with Contributors. The Licensor's sole liability shall be to the Client in accordance with the terms of this Agreement.
 
3.6. Improvements. The Solution is provided with included Improvements that are generally made available to Client at no additional charge (the "Improvements"). Notwithstanding anything to the contrary, Licensor reserves the right to charge additional fees for additional features or subscriptions that are (a) not essential for the Solution to function as intended under this Agreement, and (b) not essential for security purposes, such as a security patch.
 
3.7. Technical Support Services. During the Term, Client shall have access to remote technical support services which shall be available and charged for on the terms set forth in the Specific Term

 

4. INTELLECTUAL PROPERTY
 
4.1. Ownership. Licensor shall be the sole and exclusive owner of its Intellectual Property, including, without limitation, the Solution and Documentation. All rights not granted herein are reserved. The Solution, including the Improvements, is licensed and not sold to Client. For the avoidance of doubt, Client may not create any derivative works from Licensor's Intellectual Property and Confidential Information.
 
4.2. Client's Suggestions. Notwithstanding anything to the contrary, Licensor shall also be the sole owner of all suggestions, improvement requests, recommendations or other comments provided by Client or Contributors to Licensor, so long as they relate to the Solution, and Client hereby assigns to Licensor, without limitation of any kind, all of its right, title and interest therein, with Licensor accepting such assignment.
 
4.3. Modifications to the Solution. Client may not make any modifications of any kind to the Solution without the prior written consent of the Licensor. Even if Licensor agrees to such modification by Client, Client agrees and understands that all modifications to the Solution are the Intellectual Property of Licensor and may be implemented for all Clients as Enhancements at the sole discretion of Licensor. For the avoidance of doubt, Client hereby waives all Intellectual Property in such modifications and where such waiver is not permitted, Client hereby assigns all right, title and interest in such modifications to Licensor. Client agrees to execute all documents reasonably required to secure Licensor's Intellectual Property in such modifications.


5. API USAGE TERMS
 
5.1 Users may access their data relating to this Application via the Application Program Interface (API). Any use of the API, including use of the API through a third-party product/service that accesses this Application, is bound by these Terms and, in addition, by the following specific terms:
 
5.2. the User expressly understands and agrees that the Owner bears no responsibility and shall not be held liable for any damages or losses resulting from the User’s use of the API or their use of any third-party products/services that access data through the API.

 

6. ACCEPTABLE USE OF THE SOLUTION
 
6.1. Abuse. Except as otherwise provided in this Agreement, Client represents and warrants that it will not use (or permit the use of) the Solution and Documentation in any manner: that is prohibited by applicable law or this Agreement;
 
  • 6.1.1. that results in, causes or permits (a) the use, copying, modification, rental, leasing, subleasing, sublicensing or transfer of the Solution; (b) the creation of any derivative work based on the Solution; (c) the reverse engineering, disassembly or decompilation of the Solution; (d) use of the Solution in a service bureau, facilities management, timeshare, service provider or similar activity whereby Client operates or uses the Solution for the benefit of a third party, except as part of the Permitted Uses; nor (e) use of the Solution by any party other than Client (or the Contributors);
 
  • 6.1.2. that will disrupt the use or enjoyment of the Solution by third parties, including uses that result in automated, constant and repeated requests for data other than those intended or permitted under this Agreement (for example, denial of service and distributed denial of service attacks) or by abnormally overloading the servers of the Licensor's network, causing parts of the Licensor's network to become blocked or unavailable;
 
  • 6.1.3. that results in the creation, transmission, distribution or storage of material that (i) infringes the rights of any third party, including Intellectual Property rights and privacy rights, and (ii) is threatening, abusive, hateful, or constitutes or encourages conduct that would constitute fraud or a criminal offense or give rise to civil liability or penalties;
 
  • 6.1.4. that involves (i) the sharing of identifiers and passwords between Contributors or with third parties (ii) access to the Solution by third parties, or (iii) the use of timesharing, networking or other account sharing services;
 
  • 6.1.5. which involves the use of any robot, spider, scraper, deep link or other automated data gathering or extraction tool, program, algorithm or methodology to access, acquire, copy or monitor the Solution or any data collected, used or generated by the Solution;
 
  • 6.1.6. that involves the violation of Licensor's security measures and configurations for the Solution (including its network, servers and associated systems).
 
  • 6.1.7. (collectively, the "Abuses").
 
6.2. Abuse by Contributors. Client agrees and acknowledges that encouraging, assisting, permitting or attempting to violate Section 5.1 is considered Abuse. Client shall be responsible for Abuses committed by Contributors and shall cause Contributors to use the Solution in a manner that does not result in an Abuse. A breach of this Section 5 shall entitle Licensor to seek, in addition to any other rights and remedies hereunder or under law, injunctive or equitable relief, and such other relief as may be appropriate from a court of competent jurisdiction as set forth in this Agreement.

 

7. LICENSOR MARKETING

7.1. During the term of this Agreement, Licensor may identify Client as a client and may use and display Client’s name for the promotion of the Solution and the services offered by Licensor to clients, potential clients, the public, and for educational purposes, unless Client notifies Licensor in writing that it opts out of such use.

 

8. CONFIDENTIAL INFORMATION
 
8.1. Obligations. The Receiving Party shall use the Disclosing Party's Confidential Information only for the purposes set forth in this Agreement, including defending its rights and interests, and shall protect such Confidential Information with at least the same degree of care and confidentiality, but no less than a reasonable standard of care and confidentiality, as the Receiving Party uses for its own Confidential Information. The Receiving Party shall take commercially reasonable steps to prevent unauthorized access and disclosure of the Disclosing Party's Confidential Information, such as restricting access on a need-to-know basis.
 
8.2. Permitted Disclosure. The Receiving Party shall only be permitted to disclose the Disclosing Party's Confidential Information to its affiliates, service providers, suppliers, auditors and consultants on the basis of necessity to provide services, for legal reasons, or as required for reasonable operational and efficiency reasons. The Receiving Party shall ensure that all such recipients are subject to an appropriate obligation or undertaking of confidentiality, such as attorney-client privilege. The Receiving Party shall also be permitted to disclose Confidential Information if approved in writing by the Disclosing Party.
 
8.3. Legal Disclosure. The Receiving Party shall be permitted to disclose Confidential Information if required by applicable law or its administration, including through warrants and subpoenas. In the event that such disclosure is required, and if permitted by applicable law, the Receiving Party shall notify the Disclosing Party prior to making such disclosure and shall give the Disclosing Party a reasonable opportunity to contest the requested lawful disclosure, unless such delay would place the Receiving Party in violation of applicable law. In any event, the Receiving Party will not disclose more Confidential Information than it is required to disclose under applicable law or the administration thereof.
 
8.4. Termination. Upon termination of this Agreement, the Receiving Party shall, at the request and option of the Disclosing Party, (i) return the Confidential Information without undue delay and/or (ii) securely destroy the Confidential Information without undue delay, and in accordance with best standards. Upon request, the Receiving Party shall confirm in writing that the Confidential Information has been returned and/or destroyed. Notwithstanding the foregoing, the Receiving Party shall be entitled to retain a copy of the Confidential Information as required for business continuity purposes, in accordance with internal retention schedules, and for legal, audit or financial purposes.

 

9. PERSONAL INFORMATION

9.1. Applicable Laws. Client hereby agrees and acknowledges that Licensor uses, collects and discloses Client Data in accordance with Licensor's Privacy Policy, as amended from time to time. Client is responsible for complying with applicable law regarding the collection, use and disclosure of Client Data through the Solution. Without limiting the generality of the foregoing, Client represents and warrants that it has all appropriate consents or other legal basis to permit Licensor to collect, use and disclose Client Data as set forth in Licensor's Privacy Policy (as amended from time to time), and to the extent required to provide the Solution.
 
9.2. Service Providers. Prior to authorizing service providers to process Client Data, Licensor shall use commercially reasonable efforts to ensure that (a) it has performed due diligence on such service providers and (b) it has entered into an agreement with each service provider with terms substantially similar to those set forth herein.
 
9.3. Information Security. Taking into account such factors as the nature, scope, context and purpose of the use, collection and disclosure of Client Data, and the risks inherent in such use, collection and disclosure, including to the rights and freedoms of individuals, Licensor agrees to implement appropriate administrative and technical safeguards to ensure a level of security appropriate to the risks to Client Data.

 

10. FEES, PAYMENT AND BILLING
 
10.1. Fees. Client agrees to pay the Fees set forth in the Specific Terms and any taxes that Licensor is required to collect under applicable law.
 
10.2. Period of Validity of Fees. The Fees shall be valid for the period set forth in the Specific Terms (the "Validity Period"). At least thirty (30) days prior to the end of the Validity Period, Licensor shall notify Client in writing of the revised Fees applicable after the Validity Period.
 
10.3. Payment Terms. Fees are payable in accordance with the payment terms set forth in the Specific Terms.
 
10.4. Collection. If the Fees have not been paid in full within the payment period set forth in the Specific Terms, Client agrees to pay interest at the rate of one and a half percent (1,5%) per month and eighteen percent (18%) per annum for any delay, and until such Fees are paid and received in full by Licensor with all accrued interest.
 
10.5. Methods of Payment. Client agrees to pay the Fees by the methods made available by Licensor from time to time and as set forth in the Specific Terms.

 

11. REPRESENTATIONS AND WARRANTIES
 
11.1. Each Party represents and warrants to the other that: (i) it has full legal power and authority to enter into this Agreement and perform its obligations hereunder and the consent of a third party is not required for this Agreement to be binding on the Parties; (ii) is authorized to operate its business in the manner contemplated herein, and (iii) each person signing this Agreement on behalf of an entity is duly authorized to bind such entity.

 

12. EXCLUSION OF LIABILITY
 
12.1. Warranty Disclaimer. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW AND EXCEPT AS OTHERWISE PROVIDED IN THIS AGREEMENT, LICENSOR DOES NOT WARRANT THAT THE SOLUTION WILL BE UNINTERRUPTED OR ERROR FREE; NOR DOES IT MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SOLUTION. EXCEPT AS PROVIDED IN THIS AGREEMENT, THE SOLUTION AND ANY DOCUMENTATION AND PRODUCTS INCLUDED IN THE FOREGOING OR OTHERWISE PROVIDED BY LICENSOR TO CLIENT ARE PROVIDED ON AN "AS IS"; "AS AVAILABLE" BASIS. THE FOREGOING INCLUDES ANY CONSULTATION AND ADVICE PROVIDED TO CLIENT BY LICENSOR.
 
12.2. Non-Liability - Client Data. TO THE MAXIMUM EXTENT PERMITTED BY LAW, CLIENT ACKNOWLEDGES THAT LICENSOR IS NOT RESPONSIBLE FOR THE INTEGRITY OF THE CLIENT DATA PROCESSED BY THE SOLUTION, INCLUDING, WITHOUT LIMITATION, ITS COMPLETENESS, ACCURACY, VALIDITY, AND AUTHORIZATION FOR PROCESSING AND INTEGRITY OVER TIME, AND SHALL NOT BE LIABLE FOR ANY DAMAGES ARISING, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, FROM SUCH CLIENT DATA. FOR THE AVOIDANCE OF DOUBT, IF CLIENT DECIDES TO USE THE SOLUTION, DATA DERIVED OR EXTRACTED FROM THE SOLUTION IN ANY WAY FOR FINANCIAL AND TAX PURPOSES, CLIENT AGREES AND UNDERSTANDS THAT LICENSOR HAS NO RESPONSIBILITY FOR SUCH USE, AND LICENSOR DOES NOT GUARANTEE THE ADEQUACY, INTEGRITY, VALIDITY OR VERACITY OF SUCH DATA AND RESULTS.
 
12.3. Internet. Notwithstanding anything to the contrary, Client agrees and acknowledges that the Solution may require a business-grade Internet connection for synchronization, and Licensor shall have no liability for any breach of this Agreement resulting from a failure to synchronize or poor performance resulting from Internet failure or unsatisfactory Internet performance.
 
12.4. No Liability. For the avoidance of doubt, the Licensor assumes no liability for (a) modifications made to the Solution by anyone other than the Licensor or its agents; (b) modifications or additions to the Client's IT Equipment that affect the proper functioning of the Solution; (c) the introduction, whether intentional or unintentional, of a computer virus or information security risk into the Client's IT Equipment or introduced by anyone other than the Licensor or its agents.

 

13. INDEMNITY

13.1. Client shall indemnify, hold harmless and defend Licensor and its affiliates, employees, directors, officers and agents from and against any and all claims, demands, suits, losses, damages, liabilities, judgments, liens, penalties, fines, costs and expenses (including attorneys' fees), directly or indirectly, arising out of, relating to, or resulting from any material breach of this Agreement.

 

14. LIMITATION OF LIABILITY
 
14.1. General. IN NO EVENT SHALL LICENSOR, ITS AFFILIATES, ITS OR THEIR RESPECTIVE EMPLOYEES, DIRECTORS, OFFICERS AND AGENTS ASSUME TOTAL COLLECTIVE LIABILITY TO CLIENT FOR DAMAGES OF ANY KIND AND ANY INDEMNITY ARISING OUT OF OR IN CONNECTION WITH THE SOLUTION, WHETHER CLAIMED IN CONTRACT, TORT (INCLUDING NEGLIGENCE OR STRICT LIABILITY), EQUITY, WARRANTY OR OTHERWISE, FOR ANY AMOUNT IN EXCESS OF THE TOTAL FEES PAID BY CLIENT TO LICENSOR UNDER THIS AGREEMENT DURING THE TWELVE (12) MONTHS PRIOR TO ANY EVENT GIVING RISE TO SUCH DAMAGE.
 
14.2. Damages. IN NO EVENT SHALL LICENSOR OR ITS AFFILIATES BE LIABLE TO CLIENT FOR ANY SPECIAL, INCIDENTAL, INDIRECT OR CONSEQUENTIAL DAMAGES OF ANY KIND, OR FOR LOSS OF PROFIT ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR THE SOLUTION OR THE DOCUMENTATION, PROVISION, DELIVERY AND USE OF THE SOLUTION, EVEN IF SUCH PARTY IS ADVISED OF THE POSSIBILITY OF SUCH LOSSES OR DAMAGES. EXCEPT AS OTHERWISE PROVIDED IN THIS AGREEMENT, THE PARTIES FURTHER AGREE THAT LICENSOR SHALL NOT BE LIABLE FOR ANY CLAIM OR DEMAND AGAINST CLIENT BY ANY OTHER PARTY ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT.

 

15. TERM AND TERMINATION
 
15.1. Term. This Agreement shall commence on the Subscription Start Date and shall continue in effect until the Subscription End Date, all as provided in the Specific Terms. This Agreement shall automatically renew for successive thirty (30) day periods on the same terms and conditions, unless Licensor provides written notice to Client at least thirty (30) days prior to the expiration of the then current term indicating its intention not to renew this Agreement or its intention to enter into good faith negotiations to renew it on different terms.
 
15.2. Termination for Cause. Licensor may, by giving written notice of termination to Client, terminate this Agreement at any time after:
 
  • 15.2.1. Client becomes insolvent; Client files a voluntary petition in bankruptcy or liquidation; Client proposes any dissolution, liquidation, reorganization or recapitalization to its creditors; an involuntary petition in bankruptcy or liquidation is filed against the Client or a receiver is appointed or takes possession of the Client's property, and such petition or receiver is not dismissed or stayed within 90 days of such filing, appointment or taking possession; the Client makes an assignment for the benefit of creditors or is declared bankrupt; or the Client takes any similar action under similar laws of any jurisdiction; or
 
  • 15.2.2. Client is in breach of any provision of this Agreement, where such breach is not cured by Client within ten (10) days after written notice from Licensor to Client.
 
15.3. Effect of Termination for Cause. In the event of termination for cause due to Client's acts or omissions, all Fees due under the Specific Terms shall be due immediately, and Client agrees to pay such Fees. Notwithstanding anything to the contrary in this Agreement, Client agrees and acknowledges that the Fees are otherwise non-refundable and non-cancelable.
 
15.4. Suspension. Client agrees and understands that Licensor may suspend access to all or part of the Solution if Client is in material breach of this Agreement, including if undisputed Fees are more than thirty (30) days past due from the date of the invoice.
 
15.5. Survival. Notwithstanding the termination of this Agreement, all provisions which by their nature are intended to survive such termination shall so survive.

 

16. MISCELLANEOUS
 
16.1. Successors and Assigns. Client shall not sell, transfer or assign any right, title or interest it has in this Agreement or any right it has in the Solution without the prior written consent of Licensor. Any assignment not in accordance with this Section 15.1 shall be void. Licensor may, upon notice to Client, sell, transfer or assign any right, title or interest it has in this Agreement or the Solution.
 
16.2. Entire Agreement. This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and merges all prior and contemporaneous agreements and communications. It may be amended only by written agreement signed by the parties’ authorized representatives.
 
16.3. Governing Law. This Agreement shall be governed by and construed in accordance with the laws in force in the Province of Quebec, Canada, without giving effect to any principles of conflicts of law. The courts having jurisdiction in and for the District of Quebec in the Province of Quebec shall have exclusive jurisdiction over any dispute relating to this Agreement. The United Nations Convention on Contracts for the International Sale of Goods shall not apply.
 
16.4. Independent Contractors. This Agreement does not make either party the employee, agent or legal representative of the other for any purpose. Neither party has the right or authority to assume or create any obligation or liability, express or implied, on behalf of or for the other party.
 
16.5. Language. The parties have expressly requested that this Agreement be drawn up in English and that all modifications thereof can be made in this language.

 

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