TERMS AND CONDITIONS

WHEREAS, Premier Tech provides access to the Services to its customers;

AND WHEREAS, Customer desires to access the Services, and Premier Tech desires to provide Customer access to the Services, subject to the terms and conditions of this Agreement.

NOW, THEREFORE, in consideration of the mutual covenants, terms, and conditions set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

1.            Definitions.

(a)           "Authorized User" means Customer's employees, consultants, contractors, and agents or who are clients of the Customer or third party thereof (i) who are authorized by Customer to access and use the Services under the rights granted to Customer pursuant to this Agreement; and (ii) for whom access to the Services has been purchased hereunder.

(b)           "Confidential Information" has the meaning set forth in Section 6.

(c)           "Customer Data" means information, data, and other content, in any form or medium, that is submitted, posted, or otherwise transmitted by or on behalf of Customer or an Authorized User through the Services.

(d)           "Feedback" has the meaning set forth in Section 7(d)

(e)           "Fees" has the meaning set forth in Section 5(a).

(f)            "Law" means any statute, law, ordinance, regulation, rule, code, order, constitution, treaty, common law, judgment, decree, or other requirements of any federal, provincial, territorial, municipal, or foreign government or political subdivision thereof, or any arbitrator, court, or tribunal of competent jurisdiction.

(g)           "Losses" has the meaning set forth in Section 9(a)(i).

(h)           "Notice" has the meaning set forth in Section 12(c).

(i)             "Premier Tech Intellectual Property" or “Premier Tech IP” means the Services, and any and all intellectual property provided to Customer or any Authorized User in connection with the foregoing. For the avoidance of doubt, Premier Tech IP includes any information, data, or other content derived from Premier Tech's monitoring of Customer's access to or use of the Services, but does not include Customer Data.

(j)             "Service Suspension" has the meaning set forth in Section 2(e).

(k)           "Services" means the software-as-a-service offering described in Exhibit A.

(l)             "Term" has the meaning set forth in Section 11(a).

(m)          "Third-Party Claim" has the meaning set forth in Section 9(a)(i).

2.            Access and Use.

(a)           Provision of Access. Subject to and conditioned on Customer's payment of Fees and compliance with all the terms and conditions of this Agreement, Premier Tech hereby grants Customer a non-exclusive, non-transferable (except in compliance with Section 12(j)) right to access and use the Services during the Term, solely for use by Authorized Users in accordance with the terms and conditions herein. Such use is limited to Customer's internal use. Premier Tech shall provide to Customer the necessary passwords and network links or connections to allow Customer to access the Services. 

(b)           Use Restrictions. Customer shall not use the Services for any purposes beyond the scope of the access granted in this Agreement. Customer shall not at any time, directly or indirectly, and shall not permit any Authorized Users to: (i) copy, modify, or create derivative works of the Services, in whole or in part; (ii) rent, lease, lend, sell, license, sublicense, assign, distribute, publish, transfer, or otherwise make available the Services; (iii) reverse engineer, disassemble, decompile, decode, adapt, or otherwise attempt to derive or gain access to any software component of the Services, in whole or in part; (iv) remove any proprietary notices from the Services; or (v) use the Services in any manner or for any purpose that infringes, misappropriates, or otherwise violates any intellectual property right or other right of any person, or that violates any applicable law.

(c)           Reservation of Rights. Premier Tech reserves all rights not expressly granted to Customer in this Agreement. Except for the limited rights and licences expressly granted under this Agreement, nothing in this Agreement grants, by implication, waiver, estoppel, or otherwise, to Customer or any third party any intellectual property rights or other right, title, or interest in or to the Premier Tech IP.

(d)           Suspension. Notwithstanding anything to the contrary in this Agreement, Premier Tech may temporarily suspend Customer's and any Authorized User's access to any portion or all of the Services if: (i) Premier Tech reasonably determines that (A) there is a threat or attack on any of the Premier Tech IP, (B) Customer's or any Authorized User's use of the Premier Tech IP disrupts or poses a security risk to the Premier Tech IP or to any other customer or vendor of Premier Tech, (C) Customer, or any Authorized User, is using the Premier Tech IP for fraudulent or illegal activities, (D) subject to applicable Law, Customer has ceased to continue its business in the ordinary course, made an assignment for the benefit of creditors or similar disposition of its assets, or become the subject of any bankruptcy, reorganization, liquidation, dissolution, or similar proceeding, or (E) Premier Tech's provision of the Services to Customer or any Authorized User is prohibited by applicable law; (ii) any vendor of Premier Tech has suspended or terminated Premier Tech's access to or use of any third-party services or products required to enable Customer to access the Services; or (iii) in accordance with Section 5(a) (any such suspension described in subclause (i), (ii), or (iii), a “Service Suspension”). Premier Tech shall use commercially reasonable efforts to provide written notice of any Service Suspension to Customer and to provide updates regarding resumption of access to the Services following any Service Suspension. Premier Tech shall use commercially reasonable efforts to resume providing access to the Services as soon as reasonably possible after the event giving rise to the Service Suspension is cured. Premier Tech will have no liability for any damage, liabilities, losses (including any loss of data or profits), or any other consequences that Customer or any Authorized User may incur as a result of a Service Suspension.

3.            Customer Responsibilities.

(a)           General. Customer is responsible and liable for all uses of the resulting from access provided by Customer, directly or indirectly, whether such access or use is permitted by or in violation of this Agreement. Without limiting the generality of the foregoing, Customer is responsible for all acts and omissions of Authorized Users, and any act or omission by an Authorized User that would constitute a breach of this Agreement if taken by Customer will be deemed a breach of this Agreement by Customer. Customer shall use all reasonable efforts to make all Authorized Users aware of this Agreement's provisions as applicable to such Authorized User's use of the Services and shall cause Authorized Users to comply with such provisions.

4.            Service Levels and Support.

(a)           Service Levels. Subject to the terms and conditions of this Agreement, Premier Tech shall use commercially reasonable efforts to make the Services available in accordance with the service levels set out in Exhibit B. Service level commitments do not apply during scheduled maintenance periods or force majeure events.

(b)           The access rights granted hereunder entitles Customer to the support services described hereinunder:

  • (i)             Assistance: Premier Tech shall provide technical assistance to Customer as appropriate and necessary in response to inquiries as set out in Exhibit B.
  • (ii)            Updates: Premier Tech may provide updates to the Services, which may include changes, corrections, modifications or enhancements to the Services as set out in Exhibit B. The timing of updates, if applicable, is at the sole discretion of Premier Tech in accordance with Exhibit B.

5.            Fees and Payment.

(a)           Fees. Customer shall pay Premier Tech the fees ("Fees") as set forth in Exhibit A without offset or deduction. Customer shall make all payments hereunder in [Canadian dollars / US dollars / Euros] on or before the due date set forth in Exhibit A.

(b)           Any suspension of the Services pursuant to this Agreement will not excuse Customer from its obligation to make payments under this Agreement.

(c)           Changes to the Fees. Premier Tech may increase the Fees for any Renewal Term upon providing not less than thirty  (30) days prior notice to Customer.

(d)           Invoicing. Premier Tech will prepare and send to the Customer, at the then-current contact information on file with Premier Tech, an invoice for any Fees that have become due and payable. Unless otherwise expressly stipulated in an invoice, Customer will pay all invoiced undisputed Fees within 30 days of the invoice date. 

(e)           Late Payment.  Customer may not withhold or setoff any amounts due under this Agreement. Premier Tech reserves the right to suspend Customer’s and its Authorized Users' access to the Services until all due and amounts are paid in full. Any late payment will be increased by the costs of collection (if any) and will incur interest at the rate of two  percent (2%) compounded monthly, or the maximum legal rate (if less), plus all expenses of collection, until fully paid.

(f)            Taxes. Customer shall be responsible for all goods and services tax, harmonized sales tax, provincial or state sales tax as applicable, service, use, and excise taxes, and any other similar taxes, duties, and charges of any kind imposed by any federal, provincial, state, territorial, or local governmental entity or regulatory authority on any amounts payable by Customer hereunder; provided, that, in no event shall Customer pay or be responsible for any taxes imposed on, or with respect to, Premier Tech’s income or revenues.

6.            Confidential Information. From time to time during the Term, either Party may disclose or make available to the other Party information about its business affairs, products, confidential intellectual property, trade secrets, third-party confidential information, and other sensitive or proprietary information, whether orally or in written, electronic, or other form or media/in written or electronic form or media, whether or not marked, designated, or otherwise identified as "confidential" (collectively, "Confidential Information"). Confidential Information does not include information that, at the time of disclosure is: (a) in the public domain; (b) known to the receiving Party at the time of disclosure; (c) rightfully obtained by the receiving Party on a non-confidential basis from a third party; or (d) independently developed by the receiving Party. The receiving Party shall not disclose the disclosing Party's Confidential Information to any person or entity, except to the receiving Party's employees who have a need to know the Confidential Information for the receiving Party to exercise its rights or perform its obligations hereunder. Notwithstanding the foregoing, each Party may disclose Confidential Information to the limited extent required (i) in order to comply with the order of a court or other governmental body, or as otherwise necessary to comply with applicable law, provided that the Party making the disclosure pursuant to the order shall first have given written notice to the other Party and made a reasonable effort to obtain a protective order; or (ii) to establish a Party's rights under this Agreement, including to make required court filings. On the expiration or termination of the Agreement, the receiving Party shall promptly return to the disclosing Party all copies, whether in written, electronic, or other form or media, of the disclosing Party's Confidential Information, or destroy all such copies and certify in writing to the disclosing Party that such Confidential Information has been destroyed. Each Party's obligations of non-disclosure with regard to Confidential Information are effective as of the Effective Date and will expire 5 years from the date first disclosed to the receiving Party; provided, however, with respect to any Confidential Information that constitutes a trade secret (as determined under applicable law), such obligations of non-disclosure will survive the termination or expiration of this Agreement for as long as such Confidential Information remains subject to trade secret protection under applicable law.

7.            Intellectual Property Ownership; Feedback.

(a)           Premier Tech IP. Customer acknowledges that, as between Customer and Premier Tech, Premier Tech owns all right, title, and interest, including all intellectual property rights, in and to the Premier Tech IP.

(b)           Customer Data. Premier Tech acknowledges that, as between Premier Tech and Customer, Customer owns all right, title, and interest, including all intellectual property rights, in and to the Customer Data. Customer hereby grants to Premier Tech a non-exclusive, royalty-free, worldwide licence to reproduce, distribute, and otherwise use and display the Customer Data and perform all acts with respect to the Customer Data as may be necessary for Premier Tech to provide the Services to Customer.

(c)           Data Security. Premier Tech shall implement and maintain appropriate technical and organizational security measures to protect Customer Data from security incidents and to preserve the security and confidentiality of the Customer Data.

(d)           Feedback. If Customer or any of its employees or contractors sends or transmits any communications or materials to Premier Tech by mail, email, telephone, or otherwise, suggesting or recommending changes to the Premier Tech IP, including without limitation, new features or functionality relating thereto, or any comments, questions, suggestions, or the like ("Feedback"), Premier Tech is free to use such Feedback irrespective of any other obligation or limitation between the Parties governing such Feedback.

(e)           Case Studies and Marketing Use.

  • (i)             Subject to the terms of this Agreement, Premier Tech will have the right to use the Customer Marks (as defined below) to develop, use, and publish case studies and other reasonable marketing materials in the event of the successful deployment of the Services. Premier Tech shall obtain Customer's prior written consent, not to be unreasonably withheld, conditioned, or delayed, for each case study developed under this section, which consent shall include approval of the content, use, and presentation of the case study. Each case study will be prepared in a professional manner and will accurately reflect the nature and results of the deployment of the Services.
  • (ii)            Subject to and conditioned upon Customer's compliance with the terms and conditions of this Agreement, Customer hereby grants Premier Tech a non-exclusive, worldwide, royalty-free license to use Customer's name, trademarks, and logos (the "Customer Marks") in connection with the development, use, and publication of case studies and other reasonable marketing materials related to the successful deployment of the Services. This license includes, without limitation, the right for Premier Tech to reference Customer as a customer of Premier Tech's Services and to use the Customer Marks on Premier Tech's website, in client lists, and in other marketing and promotional materials. Premier Tech agrees to use the Customer Marks in accordance with any brand guidelines provided by Customer, if any, and to cease or modify any use of the Customer Marks upon Customer's request if such use does not comply with the provided guidelines or otherwise harms Customer's brand or reputation.
  • (iii)           Customer acknowledges and agrees that Premier Tech's use of the Customer Marks as described herein does not confer any ownership rights in the Customer Marks to Premier Tech and that all such use and any goodwill associated therewith will inure solely to the benefit of Customer.

(f)            Open Source Code Use and Licensing. Premier Tech may, at its discretion, incorporate open source software ("Open Source Code") into the Services provided under this Agreement. Such Open Source Code is licensed to Customer under the applicable open source licenses ("Open Source Licenses") which govern the use of such Open Source Code. Nothing in this Agreement shall restrict or limit Customer's use of the Open Source Code in accordance with the terms of the applicable Open Source Licenses. Premier Tech shall provide Customer with a list of Open Source Code used in the Services and the corresponding Open Source Licenses upon Customer's request.

8.            Warranty Disclaimer.

(a)           THE PROVIDER IP IS PROVIDED "AS IS" AND PROVIDER HEREBY DISCLAIMS ALL WARRANTIES AND CONDITIONS, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE. PROVIDER SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND ALL WARRANTIES ARISING FROM COURSE OF DEALING, USAGE, OR TRADE PRACTICE. PROVIDER MAKES NO WARRANTY OF ANY KIND THAT THE PROVIDER IP, OR ANY PRODUCTS OR RESULTS OF THE USE THEREOF, WILL MEET CUSTOMER'S OR ANY OTHER PERSON'S REQUIREMENTS, OPERATE WITHOUT INTERRUPTION, ACHIEVE ANY INTENDED RESULT, BE COMPATIBLE OR WORK WITH ANY SOFTWARE, SYSTEM, OR OTHER SERVICES, OR BE SECURE, ACCURATE, COMPLETE, FREE OF HARMFUL CODE, OR ERROR FREE.

9.            Indemnification.

(a)           Premier Tech Indemnification.

(b)           Customer Indemnification. Customer shall indemnify, hold harmless, and, at Premier Tech's option, defend Premier Tech from and against any Losses resulting from any Third-Party Claim that the Customer Data, or any use of the Customer Data in accordance with this Agreement, infringes or misappropriates such third party's intellectual property rights and any Third-Party Claims based on Customer's or any Authorized User's (i) negligence or wilful misconduct; (ii) use of the Services in a manner not authorized by this Agreement; (iii) use of the Services in combination with data, software, hardware, equipment or technology not provided by Premier Tech or authorized by Premier Tech in writing; or (iv) modifications to the Services not made by Premier Tech, provided that Customer may not settle any Third-Party Claim against Premier Tech unless Premier Tech consents to such settlement, and further provided that Premier Tech will have the right, at its option, to defend itself against any such Third-Party Claim or to participate in the defence thereof by counsel of its own choice.

(c)           Sole Remedy. THIS SECTION 9 SETS FORTH CUSTOMER'S SOLE REMEDIES AND PROVIDER'S SOLE LIABILITY AND OBLIGATION FOR ANY ACTUAL, THREATENED, OR ALLEGED CLAIMS THAT THE SERVICES INFRINGE, MISAPPROPRIATE, OR OTHERWISE VIOLATE ANY INTELLECTUAL PROPERTY RIGHTS OF ANY THIRD PARTY.

10.          Limitations of Liability. IN NO EVENT WILL PROVIDER BE LIABLE UNDER OR IN CONNECTION WITH THIS AGREEMENT UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, AND OTHERWISE, FOR ANY: (a) CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, AGGRAVATED, OR PUNITIVE DAMAGES; (b) INCREASED COSTS, DIMINUTION IN VALUE, OR LOST BUSINESS, PRODUCTION, REVENUES, OR PROFITS; (c) LOSS OF GOODWILL OR REPUTATION; (d) USE, INABILITY TO USE, LOSS, INTERRUPTION, DELAY OR RECOVERY OF ANY DATA, OR BREACH OF DATA OR SYSTEM SECURITY; OR (e) COST OF REPLACEMENT GOODS OR SERVICES, IN EACH CASE REGARDLESS OF WHETHER PROVIDER WAS ADVISED OF THE POSSIBILITY OF SUCH LOSSES OR DAMAGES OR SUCH LOSSES OR DAMAGES WERE OTHERWISE FORESEEABLE. TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, IN NO EVENT WILL THE TOTAL AGGREGATE LIABILITY OF PREMIER TECH IN CONNECTION WITH OR UNDER THIS AGREEMENT, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, EXCEED THE AMOUNT OF FEES PAID BY CUSTOMER FOR THE SERVICES IN THE 12 MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM. FOR GREATER CERTAINTY, THE EXISTENCE OF ONE OR MORE CLAIMS UNDER THIS AGREEMENT WILL NOT INCREASE THIS MAXIMUM LIABILITY AMOUNT.

11.          Term and Termination.

(a)           Term. The term of this Agreement shall commence on the Effective Date and will continue for an initial term of twelve (12) months (the "Initial Term"), unless terminated earlier in accordance with this Agreement. Upon expiration of the Initial Term, this Agreement shall automatically renew for successive twelve (12) months periods (each, a "Renewal Term," and together with the Initial Term, the "Term"), unless either Party provides written notice of non-renewal at least thirty (30) days prior to the end of the then-current Term. Premier Tech reserves the right to modify the terms and pricing for any Renewal Term by providing written notice to Customer at least thirty  (30) days prior to the end of the then-current Term.

(b)           Termination. In addition to any other express termination right set forth in this Agreement:

(c)           Effect of Expiration or Termination. Upon expiration or earlier termination of this Agreement, Customer shall immediately discontinue use of the Premier Tech IP and, without limiting Customer's obligations under Section 6, Customer shall delete, destroy, or return all copies of the Premier Tech IP and certify in writing to the Premier Tech that the Premier Tech IP has been deleted or destroyed. No expiration or termination will affect Customer's obligation to pay all Fees that may have become due before such expiration or termination, or entitle Customer to any refund.

(d)           Survival. This Section 11(d) and Section 1, Section 5, Section 6, Section 7, Section 8, Section 9, Section 10, and Section 12 shall survive any termination or expiration of this Agreement. No other provisions of this Agreement survive the expiration or earlier termination of this Agreement.

12.          Miscellaneous.

(a)           Entire Agreement. This Agreement, together with any other documents incorporated herein by reference and all related Exhibits, constitutes the sole and entire agreement of the Parties with respect to the subject matter of this Agreement and supersedes all prior and contemporaneous understandings, agreements, and representations and warranties, both written and oral, with respect to such subject matter.

(b)           Order of Precedence. In the event of any inconsistency between the statements made in the body of this Agreement, the related Exhibits, and any other documents incorporated herein by reference, the following order of precedence governs: (i) first, this Agreement, excluding its Exhibits; (ii) second, any Amendment Form, if any; (iii) third, the Exhibits to this Agreement as of the Effective Date; and (iv) fourth, any other documents incorporated herein by reference.

(c)           Notices. All notices, requests, consents, claims, demands, waivers, and other communications hereunder (each, a "Notice") must be in writing and addressed to the Parties at the addresses set forth on the first page of this Agreement (or to such other address that may be designated by the Party giving Notice from time to time in accordance with this Section). Notices sent in accordance with this Section will be deemed effectively given: (a) when received, if delivered by hand, with signed confirmation of receipt; (b) upon the sender's receipt of an acknowledgment from the intended recipient (such as by the "read receipt" function, as available, return email or other form of written acknowledgment), if delivered by email; or (c) on the fifth day after the date mailed by certified or registered mail by the Canada Post Corporation, return receipt requested, postage prepaid.

(d)           Force Majeure. In no event shall either Party be liable to the other Party, or be deemed to have breached this Agreement, for any failure or delay in performing its obligations under this Agreement (except for any obligations to make payments), if and to the extent such failure or delay is caused by any circumstances beyond such Party's reasonable control, including but not limited to acts of God, epidemics, pandemics, flood, fire, earthquake, explosion, war, terrorism, invasion, riot or other civil unrest, strikes, labour stoppages or slowdowns or other industrial disturbances, or passage of law or any action taken by a governmental or public authority, including imposing an embargo.

(e)           Amendments and Modifications. No amendment to or modification of this Agreement is effective unless it is in writing and signed by an authorized representative of each Party. Any amendment to an Exhibit attached to this Agreement shall be made only through a formal amendment process, utilizing the Amendment Form provided in Exhibit C (the “Amendment Form”). Both Parties must agree in writing to any changes, additions, or deletions to the Exhibits, as outlined in the said Amendment Form.

(f)            Waiver. No waiver by any Party of any of the provisions hereof will be effective unless explicitly set forth in writing and signed by the Party so waiving. Except as otherwise set forth in this Agreement, (i) no failure to exercise, or delay in exercising, any rights, remedy, power, or privilege arising from this Agreement will operate or be construed as a waiver thereof, and (ii) no single or partial exercise of any right, remedy, power, or privilege hereunder will preclude any other or further exercise thereof or the exercise of any other right, remedy, power, or privilege.

(g)           Severability. If any provision of this Agreement is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability will not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction.

(h)           Governing Law.  This Agreement and all related documents including all exhibits attached hereto, and all matters arising out of or relating to this Agreement, whether sounding in contract, tort, or statute, are governed by, and construed in accordance with, the laws of the Province of Quebec and the federal laws of Canada applicable therein.

(i)             Choice of Forum. Any legal suit, action, litigation, or proceeding of any kind whatsoever in any way arising out of, from or relating to this Agreement, including all statements of work, exhibits, schedules, attachments, and appendices attached to this Agreement, the services provided hereunder, and all contemplated transactions, shall be instituted in the courts of the Province of Quebec, District of Kamouraska, and each Party irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action, litigation, or proceeding.

(j)             Assignment. Customer may not assign or otherwise transfer any of its rights or delegate or otherwise transfer any of its obligations hereunder, in each case whether voluntarily, involuntarily, by operation of law or otherwise, without the prior written consent of Premier Tech, which consent shall not be unreasonably withheld, conditioned, or delayed. Any purported assignment, transfer or delegation in violation of this Section will be null and void. No assignment, transfer or delegation will relieve the assigning or delegating Party of any of its obligations hereunder. This Agreement is binding upon and inures to the benefit of the Parties and their respective permitted successors and assigns. Notwithstanding anything to the contrary contained herein, Premier Tech may assign or transfer this Agreement, and any of its rights or obligations hereunder, to any of its subsidiaries or affiliates without the prior written consent of Customer. Any such assignment or transfer shall not relieve Premier Tech of its obligations under this Agreement.

(k)           Equitable Relief. Each Party acknowledges and agrees that a breach or threatened breach by such Party of any of its obligations under Section 6 or, in the case of Customer, Section 2(b) would cause the other Party irreparable harm for which monetary damages would not be an adequate remedy and agrees that, in the event of such breach or threatened breach, the other Party will be entitled to equitable relief, including a restraining order, an injunction, specific performance, and any other relief that may be available from any court, without any requirement to post a bond or other security, or to prove actual damages or that monetary damages are not an adequate remedy. Such remedies are not exclusive and are in addition to all other remedies that may be available at law, in equity or otherwise.

(l)             Electronic Signature. This Agreement, and any other documents to be executed in connection with it, may be executed and delivered by the Parties in electronic form, and the Parties consent to the use of electronic signatures in accordance with applicable law. Such electronic signatures shall be treated in all respects as having the same effect as original signatures. For purposes of this Agreement, all documents signed and transmitted by electronic means (including, without limitation, via an electronic signature platform such as DocuSign, Adobe Sign, or any other digital signature service at the reasonable discretion of Premier Tech) are to be considered "in writing," and are intended to bind the Parties to the same extent as original documents. Each Party agrees that it will not deny the legal effect, validity, or enforceability of a document solely because it is in electronic form or because an electronic signature was used in its formation.

(m)          Language. The parties acknowledge that they have requested and consented that this Agreement and all documents, notices, correspondence and legal proceedings consequent upon, ancillary or relating directly or indirectly hereto, forming part hereof or resulting herefrom be drawn up in English.

Les parties reconnaissent qu'elles ont exigé et consenti à ce que cette convention ainsi que tous documents, avis, correspondance et procédures légales consécutifs à, ayant rapport directement ou indirectement avec, faisant partie ou découlant de cette convention soient rédigés en anglais.